Common use of Confidentiality Clause in Contracts

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 13.2 Clause 9.1 13 shall not apply to the extent that: 9.2.1 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 12 (Freedom of Information); 9.2.2 13.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 13.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 13.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 13.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 13.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 13.5 At the written request of DFIDthe Department, the Supplier Contractor shall procure that those members of the Supplier’s Contractor Personnel identified in DFID’s the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 13.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 13.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 13.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 13.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 13 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 13.8 Nothing in this clause 9 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR. 13.9 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 Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. 13.10 Subject to Clause 13.9, the Contractor hereby gives his consent for the Department to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 13.11 The Department may consult with the Contractor to inform its decision regarding any redactions but the Department shall have the final decision in its absolute discretion. 13.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 9.1 Except 6.1 Without prejudice to the extent set out in this clause application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Collaboration Suppliers acknowledge that any Confidential Information obtained from or where disclosure relating to the Crown, its servants or agents is expressly permitted elsewhere in this Contract, each party shallthe property of the Crown. 6.2 Each Collaboration Supplier warrants that: 9.1.1 treat 6.2.1 any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will only use Confidential Information for the purposes of this Agreement 6.2.2 any person employed or engaged by it (in connection with this Agreement) will not disclose any Confidential Information to any third party without the prior written consent of the other party 6.2.3 it will take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (except as agreed) or used other than for the purposes of this Agreement by its employees, servants, agents or subcontractors 6.2.4 neither it nor any person engaged by it, whether as a servant or a consultant or otherwise, will use the Confidential Information for the solicitation of business from the other or from the other party's Confidential Information as confidential servants or consultants or otherwise 6.3 The provisions of clauses 6.1 and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall 6.2 will not apply to the extent thatany information which is: 9.2.1 such disclosure is a requirement 6.3.1 or becomes public knowledge other than by breach of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to this clause 42 (Freedom of Information);6 9.2.2 such information was 6.3.2 in the possession of the receiving party making without restriction in relation to disclosure before the disclosure without obligation date of confidentiality prior to its disclosure by receipt from the information owner;disclosing party 9.2.3 such information was obtained 6.3.3 received from a third party without who lawfully acquired it and who is under no obligation of confidentiality;restricting its disclosure 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is 6.3.4 independently developed without access to the other party's Confidential Information. 9.3 6.3.5 required to be disclosed by law or by any judicial, arbitral, regulatory or other authority of competent jurisdiction 6.4 The Supplier may only disclose DFIDBuyer’s right, obligations and liabilities in relation to using and disclosing any Collaboration Supplier’s Confidential Information to provided under this Agreement and the Collaboration Supplier’s Personnel who are directly involved right, obligations and liabilities in the provision relation to using and disclosing any of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFIDBuyer’s Confidential Information received otherwise than for the purposes of provided under this Contract. 9.5 At the written request of DFIDAgreement, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall will be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract as set out in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR[relevant contract] [Call-Off Contract].

Confidentiality. 9.1 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 13.2 Clause 9.1 13 shall not apply to the extent that: 9.2.1 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 12 (Freedom of Information); 9.2.2 13.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 13.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 13.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 13.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 13.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 13.5 At the written request of DFIDthe Department, the Supplier Contractor shall procure that those members of the Supplier’s Contractor Personnel identified in DFID’s the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 13.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 13.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 13.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 13.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 13.1 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 13.8 Nothing in this clause 9 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR. 14.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 18.1 Except to the extent set out in this clause Clause 18 or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 18.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 18.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 18.2 Clause 9.1 18.1 shall not apply to the extent that: 9.2.1 18.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)Clause 19; 9.2.2 18.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 18.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 18.3 The Supplier CONTRACTOR may only disclose DFID’s the CUSTOMER Confidential Information to the Supplier’s CONTRACTOR Personnel who are directly involved in the provision of the Services Ordered IT Products and who need to know the information, and shall ensure that such Supplier’s CONTRACTOR Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 18.4 The Supplier CONTRACTOR shall not, and shall procure that the Supplier’s CONTRACTOR Personnel do not, use any of DFID’s the CUSTOMER Confidential Information received otherwise than for the purposes of this Contract. 9.5 18.5 The CONTRACTOR may only disclose the CUSTOMER Confidential Information to the CONTRACTOR Personnel and who need to know the information, and shall ensure that such CONTRACTOR Personnel are aware of, acknowledge the importance of, and comply with these obligations as to confidentiality. In the event that any default, act or omission of any CONTRACTOR Personnel causes or contributes (or could cause or contribute) to the CONTRACTOR breaching its obligations as to confidentiality under or in connection with this Contract, the CONTRACTOR shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any CONTRACTOR Personnel, the CONTRACTOR shall provide such evidence to the CUSTOMER as the CUSTOMER may reasonably require (though not so as to risk compromising or prejudicing the case) to demonstrate that the CONTRACTOR is taking appropriate steps to comply with this Clause 18, including copies of any written communications to and/or from CONTRACTOR Personnel and any minutes of meetings and any other records which provide an audit trail of any discussions or exchanges with CONTRACTOR Personnel in connection with obligations as to confidentiality. 18.6 At the written request of DFIDthe CUSTOMER, the Supplier CONTRACTOR shall procure that those members of the Supplier’s CONTRACTOR Personnel identified in DFIDthe CUSTOMER’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 18.7 Nothing in this Contract shall prevent DFID the CUSTOMER from disclosing the Supplier’s CONTRACTOR Confidential Information: 9.6.1 18.7.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 18.7.2 to any consultant, contractor or other person engaged by the CUSTOMER or any person conducting an Office of Government Commerce gateway review; 9.6.3 18.7.3 for the purpose of the examination and certification of DFID’s the CUSTOMER's accounts; or 9.6.4 18.7.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the CUSTOMER has used its resources. 9.7 DFID 18.8 The CUSTOMER shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-sub- contractor to whom the Contractor's CONTRACTOR Confidential Information is disclosed pursuant to clause 9.6 Clause 18.7 is made aware of DFID’s the CUSTOMER's obligations of confidentiality. 9.8 18.9 Nothing in this clause 9 Clause 18 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the this Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 18.10 Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the CUSTOMER and the CONTRACTOR acknowledge that any Confidential Information originating from: 18.10.1 the CUSTOMER, its employees, servants or agents is the property of the CUSTOMER; and 18.10.2 the CONTRACTOR, its servants, agents or the CONTRACTOR Personnel is the property of the CONTRACTOR.

Confidentiality. 9.1 20.1 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 Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Contract, the Contractor hereby gives consent for the Authority to publish the Contract in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Contract, to the general public. The Contractor shall assist and cooperate with the Authority to enable the Authority to publish this Contract. Prior to publication the Authority may, at its sole discretion, in whole or in part, redact information for one or more of the following grounds: (a) national security; (b) personal data; (c) information protected by intellectual property law; (d) information which it is not in the public interest to disclose (under a Freedom of Information Act analysis) (e) third party confidential information; (f) IT security; or (g) prevention of fraud. 20.2 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this the Contract, each party Party shall: 9.1.1 20.2.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 20.2.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 20.3 Clause 9.1 20.2 shall not apply to the extent that: 9.2.1 20.3.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)19; 9.2.2 20.3.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 20.3.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 20.3.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Contract; or 9.2.5 20.3.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 20.4 The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the SupplierContractor’s Personnel who are directly involved in the provision of the Goods or Services and who need to know any of the informationAuthority’s Confidential Information, and shall ensure that such Supplierthe Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 9.4 20.5 The Supplier Contractor shall not, and shall procure that the SupplierContractor’s Personnel do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this the Contract. 9.5 20.6 At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the SupplierContractor’s Personnel identified in DFID’s the Authority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 9.6 20.7 Nothing in this the Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information:Information (including the Management Information obtained under clause 24): 9.6.1 20.7.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information Authority on the understanding that they shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 20.7.2 to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 20.7.3 for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 20.7.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 20.8 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 20.7 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 20.9 Nothing in this clause 9 20 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID12.5 The Contractor shall ensure that their employees, the Supplier shall procure that those members servants or such professional advisers or consultants are aware of the SupplierContractor’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with obligations under this Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other 12.6.2 to any consultant, contractor or other Contracting Authorities on person engaged by the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body Department or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-Sub- contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 Except A. The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (“Confidential Information”) are proprietary and confidential to the extent set out in this clause Company. Confidential Information shall not include documents, information or where disclosure is expressly permitted elsewhere in this Contract, each party shalldata that the Reinsurer can show: 9.1.1 treat 1. are publicly known or have become publicly known through no unauthorized act of the other party's Confidential Information as confidential and safeguard it accordinglyReinsurer; 2. have been rightfully received from a third person without obligation of confidentiality; andor 9.1.2 3. were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality. B. Absent the written consent of the Company, the Reinsurer shall not disclose the other party's any Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosurethird parties, including any requirements for disclosure under the FOIAaffiliated companies, the Environmental Information Regulations and associated codes of practice pursuant except: 1. when required by retrocessionaires as respects business ceded to clause 42 (Freedom of Information)this Contract; 9.2.2 such information was in the possession 2. when required by regulators performing an audit of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractReinsurer’s records and/or financial condition; or 9.2.5 it is independently developed without access 3. when required by external auditors performing an audit of the Reinsurer’s records in the normal course of business. Further, the Reinsurer agrees not to use any Confidential Information for any purpose not related to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision performance of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware its obligations or enforcement of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of its rights under this Contract. 9.5 At C. Notwithstanding the written request above, in the event that the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of DFIDthe Confidential Information, the Supplier Reinsurer agrees to provide the Company with written notice of same at least 10 days prior to such release or disclosure and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article. D. The provisions of this Article shall procure that those members extend to the officers, directors and employees of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this ContractReinsurer and its affiliates, and shall be binding upon their successors and assigns. 9.6 Nothing in E. Notwithstanding the above, this Confidentiality Article and the Access to Records Article of this Contract shall prevent DFID from disclosing comply with the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authorityconfidentiality and non-disclosure agreement previously signed by the Company and the Reinsurer (the “NDA”). All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose The provisions of the examination NDA shall prevail in the event of conflict between the provisions of this Contract and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) the provisions of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resourcesNDA. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 20.1 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 Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Contract, the Contractor hereby gives consent for the Authority to publish the Contract in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Contract, to the general public. The Contractor shall assist and cooperate with the Authority to enable the Authority to publish this Contract. Prior to publication the Authority may, at its sole discretion, in whole or in part, redact information for one or more of the following grounds: (a) national security; (b) personal data; (c) information protected by intellectual property law; (d) information which it is not in the public interest to disclose (under a Freedom of Information Act analysis) (e) third party confidential information; (f) IT security; or (g) prevention of fraud. 20.2 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this the Contract, each party Party shall: 9.1.1 20.2.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 20.2.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 20.3 Clause 9.1 20.2 shall not apply to the extent that: 9.2.1 20.3.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)19; 9.2.2 20.3.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 20.3.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 20.3.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Contract; or 9.2.5 20.3.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 20.4 The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the SupplierContractor’s Personnel who are directly involved in the provision of the Goods or Services and who need to know any of the informationAuthority’s Confidential Information, and shall ensure that such Supplierthe Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 9.4 20.5 The Supplier Contractor shall not, and shall procure that the SupplierContractor’s Personnel do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this the Contract. 9.5 20.6 At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the SupplierContractor’s Personnel identified in DFID’s the Authority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 9.6 20.7 Nothing in this the Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information:Information (including the Management Information obtained under clause 24): 9.6.1 20.7.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information Authority on the understanding that they shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 20.7.2 to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 20.7.3 for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 20.7.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 20.8 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 20.7 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 20.9 Nothing in this clause 9 20 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier 12.5 The Contractor shall procure ensure that those members of the Supplier’s Personnel identified in DFID’s notice signs its employees and professional advisors and consultants sign a confidentiality undertaking prior to before commencing any work in accordance connection with this the Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 12.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 12.9 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 Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. 12.10 Subject to Clause 12.9, the Contractor hereby gives consent for the Department to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 12.11 The Department may consult with the Contractor to inform its decision regarding any redactions but the Department shall have the final decision in its absolute discretion. 12.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 9.1 20.6.1 Except to the extent set out in this clause 20.6 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 20.6.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 20.6.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 20.6.2 Clause 9.1 20.6.1 shall not apply to the extent that: 9.2.1 20.6.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 20.8 (Freedom of Information); 9.2.2 20.6.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 20.6.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 20.6.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 20.6.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 20.6.3 The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 20.6.4 The Supplier shall not, and shall procure that the Supplier’s Personnel Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 20.6.5 At the written request of DFIDthe Customer, the Supplier shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Customer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 20.6.6 Nothing in this Contract shall prevent DFID the Customer from disclosing the Supplier’s 's Confidential Information: 9.6.1 20.6.6.1 to any Crown Body body or any other Contracting Authority. All Crown Bodies bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 20.6.6.2 to any consultant, contractor or other person engaged by the Customer or any person conducting an Office of Government Commerce gateway review; 9.6.3 20.6.6.3 for the purpose of the examination and certification of DFID’s the Customer's accounts; or 9.6.4 20.6.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Customer has used its resources. 9.7 DFID 20.6.7 The Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 20.6.6 is made aware of DFID’s the Customer's obligations of confidentiality. 9.8 20.6.8 Nothing in this clause 9 20.6 shall prevent either party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractAgreement, each party the Authority and the Contractor/Contractor’s Personnel shall: 9.1.1 : treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 . The above Clause 9.1 shall not apply to the extent that: 9.2.1 : such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 ; such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 ; such information was obtained from a third party without obligation of confidentiality; 9.2.4 ; such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractAgreement; or 9.2.5 or it is independently developed without access to the other party's Confidential Information. 9.3 . The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the SupplierContractor’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such SupplierContractor’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier Contractor shall not, and shall procure that the SupplierContractor’s Personnel do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this Contract. 9.5 Agreement. At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the SupplierContractor’s Personnel identified in DFID’s the Authority's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Agreement. Nothing in this Contract Agreement shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 : to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 ; to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 ; for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 or for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID . The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, Contractor’s Personnel, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 4.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 . Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID12.5 The Contractor shall ensure that their employees, the Supplier shall procure that those members servants or such professional advisers or consultants are aware of the SupplierContractor’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with obligations under this Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled or 12.6.2 to further disclose the Confidential Information to other Crown Bodies any consultant, contractor or other Contracting Authorities on person engaged by the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body Department or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-Sub- contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 18.1 Except to the extent set out in this clause Clause 18 or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 18.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 18.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 18.2 Clause 9.1 18.1 shall not apply to the extent that: 9.2.1 18.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)Clause 19; 9.2.2 18.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 18.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 18.3 The Supplier SERVICE PROVIDER may only disclose DFID’s the CUSTOMER Confidential Information to the Supplier’s SERVICE PROVIDER Personnel who are directly involved in the provision of the Services Ordered IT Solutions and who need to know the information, and shall ensure that such Supplier’s SERVICE PROVIDER Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 18.4 The Supplier SERVICE PROVIDER shall not, and shall procure that the Supplier’s SERVICE PROVIDER Personnel do not, use any of DFID’s the CUSTOMER Confidential Information received otherwise than for the purposes of this Contract. 9.5 18.5 The SERVICE PROVIDER may only disclose the CUSTOMER Confidential Information to the SERVICE PROVIDER Personnel and who need to know the information, and shall ensure that such SERVICE PROVIDER Personnel are aware of, acknowledge the importance of, and comply with these obligations as to confidentiality. In the event that any default, act or omission of any SERVICE PROVIDER Personnel causes or contributes (or could cause or contribute) to the SERVICE PROVIDER breaching its obligations as to confidentiality under or in connection with this Contract, the SERVICE PROVIDER shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any SERVICE PROVIDER Personnel, the SERVICE PROVIDER shall provide such evidence to the CUSTOMER as the CUSTOMER may reasonably require (though not so as to risk compromising or prejudicing the case) to demonstrate that the SERVICE PROVIDER is taking appropriate steps to comply with this Clause 18, including copies of any written communications to and/or from SERVICE PROVIDER Personnel and any minutes of meetings and any other records which provide an audit trail of any discussions or exchanges with SERVICE PROVIDER Personnel in connection with obligations as to confidentiality. 18.6 At the written request of DFIDthe CUSTOMER, the Supplier SERVICE PROVIDER shall procure that those members of the Supplier’s SERVICE PROVIDER Personnel identified in DFIDthe CUSTOMER’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 18.7 Nothing in this Contract shall prevent DFID the CUSTOMER from disclosing the Supplier’s SERVICE PROVIDER Confidential Information: 9.6.1 18.7.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 18.7.2 to any consultant, contractor or other person engaged by the CUSTOMER or any person conducting an Office of Government Commerce gateway review; 9.6.3 18.7.3 for the purpose of the examination and certification of DFID’s the CUSTOMER's accounts; or 9.6.4 18.7.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the CUSTOMER has used its resources. 9.7 DFID 18.8 The CUSTOMER shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-sub- contractor to whom the Contractor's SERVICE PROVIDER Confidential Information is disclosed pursuant to clause 9.6 Clause 18.7 is made aware of DFID’s the CUSTOMER's obligations of confidentiality. 9.8 18.9 Nothing in this clause 9 Clause 18 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the this Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 18.10 Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the CUSTOMER and the SERVICE PROVIDER acknowledge that any Confidential Information originating from: 18.10.1 the CUSTOMER, its employees, servants or agents is the property of the CUSTOMER; and 18.10.2 the SERVICE PROVIDER, its servants, agents or the SERVICE PROVIDER Personnel is the property of the SERVICE PROVIDER.

Confidentiality. 9.1 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractFramework Agreement, each party Party shall: 9.1.1 18.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 18.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 18.2 Clause 9.1 18.1 shall not apply to the extent that: 9.2.1 18.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 21.5 (Freedom of Information); 9.2.2 18.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 18.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFramework Agreement; or 9.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 18.3 The Supplier Provider may only disclose DFIDthe Authority’s Confidential Information to the Supplier’s Personnel its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 18.4 The Supplier Provider shall not, and shall procure that the Supplier’s Personnel its Staff do not, use any of DFIDthe Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 9.5 18.5 At the written request of DFIDthe Authority, the Supplier Provider shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this ContractFramework Agreement. 9.6 18.6 Nothing in this Contract Agreement shall prevent DFID the Authority from disclosing the SupplierProvider’s Confidential Information: 9.6.1 (a) to any Crown Body or any other Contracting AuthorityBody. All Crown Bodies or Contracting Authorities Bodies receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of a (b) to any Crown Body consultant, contractor or any Contracting Authority; 9.6.2 to other person engaged by the Authority or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 (c) for the purpose of the examination and certification of DFID’s the Authority's accounts; or; 9.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityBody, employee, third party or Sub-contractor Contractor to whom the ContractorProvider's Confidential Information is disclosed pursuant to clause 9.6 18.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 18.8 Nothing in this clause 9 18 shall prevent either party Party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 18.9 In the event that the Provider fails to comply with clauses 18.1-18.4, the Authority reserves the right to terminate the Framework Agreement with immediate effect by notice in writing. 18.10 Clauses 18.1-18.6 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. 18.11 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 Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. 18.12 Notwithstanding any other term of this Framework Agreement, the Provider hereby gives his consent for the Authority to publish the Framework Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Agreement, to the general public.

Confidentiality. 9.1 Except a. Contractor shall: i. not make use of any CP Confidential Information for its own personal gain or for any purpose other than is required to perform its obligations pursuant to this Purchase Order; ii. not disclose any CP Confidential Information to any person except Contractor's employees, consultants, subcontractors and agents who have a need to know such information consistent with the extent set out performance of Contractor's obligations pursuant to this Purchase Order, but only after such person has properly assumed obligations identical in principle to those in this clause Section and Contractor ensures that such person at all times complies with those obligations; iii. employ diligent efforts and exercise reasonable care to hold all CP Confidential Information in the strictest confidence; iv. not use CP's name for any marketing or where promotional purposes and not make any public announcements or disclosure is expressly permitted elsewhere in respect of this ContractPurchase Order or Contractor's relationship with CP without first obtaining written consent from CP; and v. be liable to CP and indemnify CP in accordance with Section 12 for any breach of this Section by Contractor or its employees, each consultants, subcontractors or agents. b. Neither party shall: 9.1.1 treat i. disclose the terms of this Purchase Order or amounts paid under it to any person without the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other written consent, except to a party's Confidential Information employees, professional advisors and insurers who have a need to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 know such disclosure is a requirement of Law placed upon information, but only where the party making the disclosure, including any requirements for disclosure ensures that such persons are under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation obligations of confidentiality prior identical in principle to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already those in the public domain at the time of disclosure otherwise than by a breach of this ContractSection; or 9.2.5 it ii. disclose the terms of this Purchase Order or amounts paid under it, except in accordance with this Purchase Order and except as required by law, provided that the party from whom disclosure is independently developed without access demanded pursuant to law shall promptly notify the other party's Confidential Informationparty of such demand so that the other party has an opportunity to oppose the production. 9.3 The Supplier may only c. CP shall not disclose DFID’s Confidential Information Contractor's information respecting pricing or any information supplied by Contractor that is clearly marked "Confidential" to the Supplier’s Personnel any person except CP's employees, consultants, subcontractors and agents who are directly involved in the provision of the Services and who have a need to know the such information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for . For the purposes of this Contract. 9.5 At the written request of DFIDPurchase Order, the Supplier "CP Confidential Information" shall procure that those members of the Supplier’s Personnel identified mean: any and all information, material, or data disclosed to Contractor by CP or its affiliates, or obtained by Contractor in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance connection with this Contract. 9.6 Nothing performing its obligations in this Contract shall prevent DFID from disclosing the Supplier’s Confidential InformationPurchase Order, whether orally, or in any written, magnetic, or electronically recorded form, or by drawings, or inspection of parts or equipment, and including without limitation: 9.6.1 to any Crown Body i. information, knowledge or any other Contracting Authority. All Crown Bodies data of an intellectual, technical, scientific, commercial or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies industrial nature, or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to of a third party which is not part of any Crown Body financial, cost, pricing, or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business marketing nature relating to the extent that this use does not result in a disclosure business operations of the other party's Confidential Information or an infringement of IPR.CP;

Confidentiality. 9.1 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractFramework Agreement, each party Party shall: 9.1.1 (a) treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 (b) not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 18.2 Clause 9.1 18.1 shall not apply to the extent that: 9.2.1 (a) such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 21.5 (Freedom of Information); 9.2.2 (b) such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 9.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFramework Agreement; or 9.2.5 (e) it is independently developed without access to the other party's Confidential Information. 9.3 18.3 The Supplier may only disclose DFIDthe Authority’s Confidential Information to the Supplier’s Personnel its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 18.4 The Supplier shall not, and shall procure that the Supplier’s Personnel its Staff do not, use any of DFIDthe Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 9.5 18.5 At the written request of DFIDthe Authority, the Supplier shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this ContractFramework Agreement. 9.6 18.6 Nothing in this Contract Agreement shall prevent DFID the Authority from disclosing the Supplier’s Confidential Information: 9.6.1 (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 (c) for the purpose of the examination and certification of DFID’s the Authority's accounts; or; 9.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 5.3.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 18.8 Nothing in this clause 9 18 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the Contract Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 18.9 In the event that the Supplier fails to comply with clauses 18.1-3, the Authority reserves the right to terminate the Framework Agreement with immediate effect by notice in writing. 18.10 Clauses 18.1-6 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. 18.11 The parties acknowledge that, except for any information which is exempt from disclosure in Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. 18.12 Notwithstanding any other term of this Framework Agreement, the Supplier hereby gives his consent for the Authority to publish the Framework Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Agreement, to the general public.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID12.5 The Contractor shall ensure that their employees, the Supplier shall procure that those members servants or such professional advisers or consultants are aware of the SupplierContractor’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with obligations under this Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 12.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-Sub- contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractAgreement, each party the Authority and the Contractor/Contractor’s Personnel shall: 9.1.1 : treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 . The above Clause 9.1 shall not apply to the extent that: 9.2.1 : such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 ; such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 ; such information was obtained from a third party without obligation of confidentiality; 9.2.4 ; such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractAgreement; or 9.2.5 or it is independently developed without access to the other party's Confidential Information. 9.3 . The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the SupplierContractor’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such SupplierContractor’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier Contractor shall not, and shall procure that the SupplierContractor’s Personnel do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this Contract. 9.5 Agreement. At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the SupplierContractor’s Personnel identified in DFID’s the Authority's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Agreement. Nothing in this Contract Agreement shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 : to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 ; to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 ; for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 or for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID . The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, Contractor’s Personnel, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 4.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 . Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except to the extent set out in this clause Clause 6.2 or where disclosure is expressly permitted elsewhere in this the Contract, each party Party shall: 9.1.1 : treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 . Clause 9.1 6.2.1 shall not apply to the extent that: 9.2.1 : such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 6.4 (Freedom of Information); 9.2.2 ; or such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 ; or such information was obtained from a third party without obligation of confidentiality; 9.2.4 ; or such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Contract; or 9.2.5 or it is independently developed without access to the other partyParty's Confidential Information. 9.3 . The Supplier Solicitor may only disclose DFID’s the Client's Confidential Information to those members of the SupplierSolicitor’s Personnel Staff who are directly involved in the provision of the Contract Services and who need to know the information, and shall ensure that such Supplier’s Personnel individuals are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier Solicitor shall not, and shall procure that the SupplierSolicitor’s Personnel Staff do not, use any of DFID’s the Client's Confidential Information received otherwise than for the purposes of this the Contract. 9.5 . At the written request of DFIDthe Client, the Supplier Solicitor shall procure that those members of the SupplierSolicitor’s Personnel Staff identified in DFID’s the Client's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this the Contract. 9.6 . Nothing in this the Contract shall prevent DFID the Client from disclosing the Supplier’s Solicitor's Confidential Information: 9.6.1 Information (including the Management Information obtained pursuant to clause 13 of the Framework Agreement): to any Crown Body body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities Body on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Client save as required by Law; to any consultant, contractor or other person engaged by the Client for any purpose relating to or connected with the Contract or the Framework Agreement (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an Office of Government Commerce gateway review; 9.6.3 review or any additional assurance programme; for the purpose of the examination and certification of DFID’s the Client‘s accounts; or 9.6.4 or for any examination pursuant to Section section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Client has used its resources. 9.7 DFID . The Client shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityClient, employee, third party or Sub-contractor Contractor to whom the ContractorSolicitor's Confidential Information is disclosed pursuant to clause 9.6 Clause 6.2.6 is made aware of DFIDthe Client’s obligations of confidentiality. 9.8 . Nothing in this clause 9 Clause 6.2 shall prevent either party Party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of the Contract, the Solicitor undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Solicitor shall, at all times during and after the performance of the Contract, indemnify the Client and keep the Client fully indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Client arising from any breach of the Solicitor's obligations under this Clause 6.2 except and to the extent that such liabilities have resulted directly from the Client's instructions. The Solicitor shall comply with and shall ensure that its Staff comply with, the provisions of: the Official Secrets Acts 1911 to 1989; and section 182 of the Finance Act 1989.

Confidentiality. 9.1 Except to 6.1. The parties shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Agreement for any purpose that is not directly connected with the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractContractor’s performance of the services contemplated there under, each party shallexcept: 9.1.1 treat 6.1.1. As provided by law; or, 6.1.2. In the other party's case of Personal Information, as provided by law or with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information. 6.2. The Contractor and Great Rivers shall protect and maintain all Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement gained by reason of Law placed upon the party making the this Agreement against unauthorized use, access, disclosure, including any requirements for disclosure under modification or loss. This duty requires the FOIAContractor to employ reasonable security measures, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without which include restricting access to the other party's Confidential Information by: 6.2.1. Allowing access only to staff that have an authorized business requirement to view the Confidential Information. 9.3 The Supplier may only disclose DFID’s 6.2.2. Physically securing any computers, documents, or other media containing the Confidential Information. 6.2.3. Ensure the security of Confidential Information transmitted via fax (facsimile) by: 6.2.3.1. Verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons. 6.2.3.2. Communicating with the Supplier’s Personnel who are directly involved in intended recipient before transmission to ensure that the provision fax will be received only by an authorized person. 6.2.3.3. Verifying after transmittal that the fax was received by the intended recipient. 6.2.4. Sending paper documents containing Confidential Information via a Trusted System. 6.2.5. Following the requirements of the Services and who need Great Rivers Data Security Requirements Exhibit A (attached to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentialitythis contract). 9.4 The Supplier shall not6.3. Upon request by Great Rivers, and shall procure that at the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members end of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body term or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such when no longer needed, Confidential Information shall be entitled returned to further disclose Great Rivers or Contractor shall certify in writing that they employed a Great Rivers approved method to destroy the information. Contractor may obtain information regarding approved destruction methods from the Great Rivers contact identified on the cover page of this Agreement. 6.4. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g., protected health information) must be destroyed through shredding, pulping, or incineration. 6.5. The compromise or potential compromise of Confidential Information must be reported to other Crown Bodies Great Rivers Contact designated on this Agreement within five (5) business days of discovery. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body requirements imposed by law, or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resourcesGreat Rivers. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier 12.5 The Contractor shall procure ensure that those members of the Supplier’s Personnel identified in DFID’s notice signs its employees and professional advisors and consultants sign a confidentiality undertaking prior to before commencing any work in accordance connection with this the Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 12.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 12.9 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 Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. 12.10 Subject to Clause 12.9, the Contractor hereby gives consent for the Department to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 12.11 The Department may consult with the Contractor to inform its decision regarding any redactions but the Department shall have the final decision in its absolute discretion. 12.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 9.1 18.1 Except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this ContractFramework Agreement, each party Party shall: 9.1.1 (a) treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 (b) not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 18.2 Clause 9.1 18.2 shall not apply to the extent that: 9.2.1 (a) such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 21.5 (Freedom of Information); 9.2.2 (b) such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 9.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFramework Agreement; or 9.2.5 (e) it is independently developed without access to the other partyParty's Confidential Information. 9.3 18.3 The Supplier Provider may only disclose DFIDthe Authority’s Confidential Information to the Supplier’s Personnel its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 18.4 The Supplier Provider shall not, and shall procure that the Supplier’s Personnel its Staff do not, use any of DFIDthe Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 18.5 Nothing in this Contract Agreement shall prevent DFID the Authority from disclosing the SupplierProvider’s Confidential Information: 9.6.1 (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 (c) for the purpose of the examination and certification of DFIDthe Authority’s accounts; or; 9.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 18.6 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Subsub-contractor to whom the Contractor's Provider’s Confidential Information is disclosed pursuant to clause 9.6 Clause 18.5 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 18.7 Nothing in this clause 9 Clause 18 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the Contract Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 Except 10.1 In this Clause , TSP Information which TSP from time to time identifies to the extent set out in this clause Vendor as being commercially confidential, or where disclosure is expressly permitted elsewhere in this Contractby its nature commercially confidential or defined by TSP as confidential, each party shall:or confidential as per the applicable law. 9.1.1 treat 10.2 Except with TSP's agreement, the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 Vendor shall not disclose the other party's Confidential Information to any TSP employee, not authorized to receive 10.3 Subject to the Condition headed ‘Intellectual Property”, either party receiving Information ("the Recipient") from the other person shall not without the owner's other’s prior written consentconsent use such Information except for Contract purposes or disclose such Information to any person other than TSP's employees, agents and contractors or Contract Personnel who have a need to know and who are bound by equivalent obligations of confidentiality. Any breach of such obligations by Contract Personnel or TSP's employees, agents or contractors (as the case may be) shall be deemed to be a breach by the Vendor or TSP respectively. 9.2 Clause 9.1 10.4 Paragraphs 2 and 3 of this clause shall not apply to the extent thatInformation that is: 9.2.1 such disclosure is (a) published except by a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession breach of the party making Contract; or (b) lawfully known to the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain Recipient at the time of disclosure otherwise than by a breach and is not subject to any obligations of this Contractconfidentiality; or 9.2.5 it is (c) lawfully disclosed to the Recipient by a Vendor without any obligations of confidentiality; or (d) replicated by development independently developed carried out by or for the Recipient by an employee or other person without access to or knowledge of the other party's Confidential Information. 9.3 10.5 The Supplier may only disclose DFIDVendor shall not publicise this Agreement without TSP’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, prior written consent and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as any subcontractor is bound by similar confidentiality terms to confidentialitythose in this clause. 9.4 The Supplier shall not, and shall procure 10.6 Either party that has during the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes course of this Contract. 9.5 At Agreement received Information in a recorded form from the written request of DFID, other (or has recorded received Information) shall return or destroy in a complete irrecoverable mode (at the Supplier shall procure that those members option of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Informationparty) such records upon: 9.6.1 to any Crown Body (a) expiry or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part termination of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accountsthis Agreement; or 9.6.4 for any examination pursuant to Section 6(1(b) upon earlier request unless such records are part of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resourcesSupplies. 9.7 DFID 10.7 This clause shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware survive termination / expiry of DFID’s obligations of confidentialitythis Agreement. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 26.1 Except to the extent set out in this clause Condition or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 a) treat the other party's Parties Confidential Information as confidential and safeguard it accordingly; and 9.1.2 b) not disclose the other party's Parties Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 26.2 Condition 26.1 shall not apply to the extent that: 9.2.1 a) such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Condition 29 (Data Protection Act and Freedom of InformationInformation Act); 9.2.2 b) such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 c) such information was obtained from a third party without obligation of confidentiality; 9.2.4 d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 e) it is independently developed without access to the other party's Parties Confidential Information. 9.3 26.3 The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the Supplier’s Personnel its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 26.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Personnel its Staff do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this Contract. 9.5 26.5 At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the Supplier’s Personnel its Staff identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 26.6 Nothing in this Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 c) for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 d) for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 26.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 Condition 26.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 26.8 Nothing in this clause 9 Condition 26.6 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the this Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Parties Confidential Information or an infringement of IPRIntellectual Property Rights. 26.9 The provisions under this Condition 26 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. 26.10 The Contractor must not contravene the Official Secrets Xxx 0000 to 1989. The Contractor must familiarise itself with these Acts and take all reasonable steps to ensure that its sub-contractors and its and their employees and agents are familiar with them and that these Persons comply with them. 26.11 In the event that the Contractor fails to comply with this Condition, the Authority reserves the right to terminate the Contract by notice in writing with immediate effect.

Confidentiality. 9.1 Except 8.1 The End-User acknowledges that the Licensed Materials contain intellectual property rights and know-how, system design and proprietary information which is the exclusive and valuable property of Sage and/or its Affiliates. Subject to sub-clauses 8.2 and 8.3 the End-User undertakes to treat as confidential all information contained or embodied in the Licensed Materials and in any specifications thereof made available to the End-User and shall not save as provided in sub-clauses 8.2 and 8.3 disclose the same in the whole or in part to any third party, other than the Personnel of the End-User as described in clause 8.2 below, without the prior written consent of the Supplier. 8.2 The End-User shall be permitted to disclose aspects of the Licensed Materials to its Personnel to the extent set out in this clause or where disclosure necessary and to those Personnel having a legitimate need to know. The End-User is expressly permitted elsewhere in this Contractresponsible for ensuring that such Personnel are made aware, each party shall: 9.1.1 treat prior to such disclosure, that the other party's Confidential Information as Licensed Materials are the confidential material of the Supplier, and safeguard it accordingly; and 9.1.2 that such Personnel may not disclose such material to outside third parties but keep the other party's Confidential Information to any other person without the owner's prior written consentinformation confidential. 9.2 Clause 9.1 8.3 The provisions of sub-clause 8.1 shall not apply to the extent thatto: 9.2.1 such disclosure is a requirement 8.3.1 information in the public domain otherwise than by breach of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information);this Agreement; and/or 9.2.2 such 8.3.2 information was already in the possession of the receiving party making the disclosure without obligation of confidentiality prior to its disclosure by the with right to use; and/or 8.3.3 information owner; 9.2.3 such information was obtained received from a bona fide third party without breach of obligation to other party hereto, and/or 8.3.4 information which is required to be publicly disclosed by law or by any statutory, governmental or regulatory body having jurisdiction over such party. 8.4 The End-User shall affect and maintain reasonable security measures to safeguard the Licensed Materials from theft, or access by any person other than the Personnel of confidentiality; 9.2.4 such information was already the End-User in the public domain at normal course of their employment or other appropriate contractual arrangement with the time of disclosure otherwise than End-User. 8.5 Both parties shall treat as confidential all information obtained from each other which is designated as confidential, or which either party may be told is confidential by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information, or which either party might reasonably expect the other to regard as confidential and shall not, save as provided in Clauses 8.2 and 8.3, disclose the same to any third party without the prior written consent of the other. 9.3 8.6 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these foregoing obligations as to confidentialityconfidentiality shall survive any termination under this Agreement, howsoever caused. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 13.2 Clause 9.1 13 shall not apply to the extent that: 9.2.1 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 12 (Freedom of Information); 9.2.2 13.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 13.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 13.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 13.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 13.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 13.5 At the written request of DFIDthe Department, the Supplier Contractor shall procure that those members of the Supplier’s Contractor Personnel identified in DFID’s the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 13.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 13.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 13.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 13.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 13.1 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 13.8 Nothing in this clause 9 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractFramework Agreement, each party Party shall: 9.1.1 18.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 18.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 18.2 Clause 9.1 18.1 shall not apply to the extent that: 9.2.1 18.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 21.5 (Freedom of Information); 9.2.2 18.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 18.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFramework Agreement; or 9.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 18.3 The Supplier Provider may only disclose DFIDthe Authority’s Confidential Information to the Supplier’s Personnel its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 18.4 The Supplier Provider shall not, and shall procure that the Supplier’s Personnel its Staff do not, use any of DFIDthe Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 9.5 18.5 At the written request of DFIDthe Authority, the Supplier Provider shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this ContractFramework Agreement. 9.6 18.6 Nothing in this Contract Agreement shall prevent DFID the Authority from disclosing the SupplierProvider’s Confidential Information: 9.6.1 (a) to any Crown Body or any other Contracting AuthorityBody. All Crown Bodies or Contracting Authorities Bodies receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityBody; 9.6.2 (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 (c) for the purpose of the examination and certification of DFID’s the Authority's accounts; or; 9.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityBody, employee, third party or Sub-contractor Contractor to whom the ContractorProvider's Confidential Information is disclosed pursuant to clause 9.6 18.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 18.8 Nothing in this clause 9 18 shall prevent either party Party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 18.9 In the event that the Provider fails to comply with clauses 18.1-18.4, the Authority reserves the right to terminate the Framework Agreement with immediate effect by notice in writing. 18.10 Clauses 18.1-18.6 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. 18.11 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 Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. 18.12 Notwithstanding any other term of this Framework Agreement, the Provider hereby gives his consent for the Authority to publish the Framework Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Agreement, to the general public.

Confidentiality. 9.1 11.1. Except to the extent set out in this clause 11 or where disclosure is expressly permitted elsewhere in this Contractpermitted, each party shall: 9.1.1 the Grant Recipient shall treat the other party's all Confidential Information belonging to DWP as confidential and safeguard it accordingly; and 9.1.2 shall not disclose the other party's any Confidential Information belonging to DWP to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply consent of DWP, except to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, persons (including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel Employers) who are directly involved in the provision of the Services Funded Activities and who need to know the information, and information (Permitted Recipients). The Grant Recipient shall ensure that such Supplier’s Personnel its Permitted Recipients are aware of and shall comply with these the Grant Recipient’s obligations as to confidentialityconfidentiality in this Grant Agreement. 9.4 11.2. The Supplier Grant Recipient shall not, and shall procure that the Supplier’s Personnel its Permitted Recipients do not, use any of DFID’s DWP's Confidential Information received otherwise than for the purposes of this Contractthe provision of the Funded Activities. 9.5 At 11.3. The Grant Recipient gives its consent for DWP to publish this Grant Agreement in any medium in its entirety (but with any information which is Confidential Information of DWP or the written request of DFIDGrant Recipient redacted), the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior including from time to commencing any work in accordance with time agreed changes to this ContractGrant Agreement. 9.6 11.4. Nothing in this Contract clause 11 shall prevent DFID DWP disclosing any Confidential Information obtained from disclosing the Supplier’s Confidential InformationGrant Recipient: 9.6.1 to any Crown Body or any other Contracting Authority11.4.1. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFIDDWP’s accounts; or 9.6.4 for any examination accounts or pursuant to Section section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID DWP has used its resources.; 9.7 DFID shall use all reasonable endeavours 11.4.2. to ensure that any government department, Contracting Authorityconsultant, employeecontractor or other person engaged by DWP, third party or Sub-contractor to whom provided that DWP only discloses the Contractor's Confidential information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate; or 11.4.3. where disclosure is required by Law, including under the Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentialityActs. 9.8 11.5. Nothing in this clause 9 11 shall prevent either party Party from using any techniques, ideas or know-know- how gained during the performance of the Contract under this Grant Agreement in the course of its normal business business, to the extent that this use does not result in a an unauthorised disclosure of the other party's Party’s Confidential Information or an infringement of IPRthe other Party’s Intellectual Property Rights.

Confidentiality. 9.1 17.6.1 Except to the extent set out in this clause 17.6 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 17.6.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 17.6.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 17.6.2 Clause 9.1 17.6.1 shall not apply to the extent that: 9.2.1 17.6.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 17.8 (Freedom of Information); 9.2.2 17.6.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 17.6.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 17.6.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 17.6.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 17.6.3 The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Staff who are directly involved in the provision of the Placement Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 17.6.4 The Supplier shall not, and shall procure that the Supplier’s Personnel Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 17.6.5 At the written request of DFIDthe Customer (such request not to be made unreasonably), the Supplier shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Customer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 17.6.6 Nothing in this Contract shall prevent DFID the Customer from disclosing the Supplier’s 's Confidential InformationInformation (including the Contract Information obtained pursuant to clause 8): 9.6.1 17.6.6.1 to any Crown Body body or any other Contracting Authority. All Crown Bodies bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 17.6.6.2 to any consultant, contractor or other person engaged by the Customer or any person conducting an Office of Government Commerce gateway review; 9.6.3 17.6.6.3 for the purpose of the examination and certification of DFID’s the Customer's accounts; or 9.6.4 17.6.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Customer has used its resources. 9.7 DFID 17.6.7 The Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 17.6.6 is made aware of DFID’s the Customer's obligations of confidentiality. 9.8 17.6.8 Nothing in this clause 9 17.6 shall prevent either party Party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 6.1 Supplier shall furnish to Distributor such promotional and descriptive literature concerning the Products, including catalogs and price lists, as Supplier furnishes to its distributors generally and as it may deem appropriate. 6.2 In connection with this Agreement, Supplier has disclosed or may disclose to Distributor certain confidential and proprietary information and material (the “Information”), which may include, without limitation, customer, prospect and price lists, plans, photographs, designs, drawings, blueprints and specifications and other materials relating to the extent set out business of Supplier. Distributor agrees that the Information provided to it, whether provided previously or after the date hereof, and whether in this clause written, oral, encoded, graphic, magnetic, electronic or where disclosure is expressly permitted elsewhere in this Contractany other tangible or intangible form, each party shall: 9.1.1 treat the other party's Confidential Information and whether or not labeled as confidential by Supplier or otherwise provided by Supplier hereunder, will be received and safeguard it accordingly; and 9.1.2 maintained in confidence by Distributor, and Distributor will not use, disclose, reproduce or dispose of such Information in any manner. Distributor agrees to use the Information solely for the purposes of fulfilling its obligations hereunder and agrees to restrict disclosure of the Information solely to its employees and agents who have a need to know such Information and to advise such persons of their obligations of confidentiality and non-disclosure hereunder. Distributor will not disclose the other party's Confidential Information to any other person third parties, including independent contractors or consultants, without the owner's prior express written consentconsent of Supplier and will advise such third parties of their obligations of confidentiality and nondisclosure hereunder. Distributor agrees to use reasonable means, not less than those used to protect its own similar proprietary information, to safeguard the Information. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without 6.3 The obligation of confidentiality prior set forth in Section 6.2 will not apply with respect to its disclosure any particular portion of the Information if such portion of the Information can be shown by Distributor to be (a) generally known to the public, other than as a result of the breach of Section 6.2 by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain Distributor, at the time of Distributor’s disclosure, or (b) in Distributor’s possession, free of any obligation of confidence, from a source other than Supplier at the time of Distributor’s disclosure. 6.4 Distributor recognizes that its disclosure otherwise than by a of Information will give rise to irreparable injury to Supplier, inadequately compensable in damages, and that accordingly, Supplier may seek and obtain injunctive relief against the breach of this Contract; or 9.2.5 it is independently developed without access Section 6.2 in addition to any other legal remedies that may be available. Distributor’s duty of confidentiality under Section 6.2 will survive the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes termination or expiration of this ContractAgreement. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except to the extent set out in this clause Clause 9.2 or where disclosure is expressly permitted elsewhere in this the Legal Services Contract, each party Party shall: 9.1.1 : treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 . Clause 9.1 9.2.1 shall not apply to the extent that: 9.2.1 : such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 9.4 (Freedom of Information); 9.2.2 ; or such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 ; or such information was obtained from a third party without obligation of confidentiality; 9.2.4 ; or such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Legal Services Contract; or 9.2.5 or it is independently developed without access to the other partyParty's Confidential Information. 9.3 . The Supplier may only disclose DFID’s the Customer's Confidential Information to those members of the Supplier’s Personnel who are directly involved in the provision of the Ordered Panel Services and who need to know the information, and shall ensure that such Supplier’s Personnel individuals are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this the Legal Services Contract. 9.5 . At the written request of DFIDthe Customer, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s the Customer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this the Legal Services Contract. 9.6 . Nothing in this the Legal Services Contract shall prevent DFID the Customer from disclosing the Supplier’s 's Confidential Information: 9.6.1 Information (including the Management Information obtained pursuant to clause 27 of the Panel Agreement): to any Crown Body body, or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities Other Panel Customer on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Other Panel Customer save as required by Law; to any consultant, contractor or other person engaged by the Customer for any purpose relating to or connected with the Legal Services Contract or the Panel Agreement (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an Office of Government Commerce gateway review; 9.6.3 review or any additional assurance programme; for the purpose of the examination and certification of DFID’s the Customer‘s accounts; or 9.6.4 or for any examination pursuant to Section section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Customer has used its resources. 9.7 DFID . The Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor Contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 Clause 9.2.6 is made aware of DFIDthe Customer’s obligations of confidentiality. 9.8 . Nothing in this clause 9 Clause 9.2 shall prevent either party Party from using any techniques, ideas or knowKnow-how How gained during the performance of the Legal Services Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of the Legal Services Contract, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier shall, at all times during and after the performance of the Legal Services Contract, indemnify the Customer and keep the Customer fully indemnified on demand against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Customer arising from any breach of the Supplier's obligations under this Clause 9.2 except and to the extent that such liabilities have resulted directly from the Customer's instructions. The Supplier shall comply with and shall ensure that the Supplier Personnel comply with, the provisions of: the Official Secrets Acts 1911 to 1989; and section 182 of the Finance Act 1989.

Confidentiality. 9.1 Except to 10.1. This Agreement contemplates the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Supplier providing SA-IAS with Confidential Information. 9.3 The Supplier may only disclose DFID’s 10.2. Confidential Information to not in written or other permanent form shall be considered Confidential Information from the Supplier’s Personnel who are directly involved in the provision time of disclosure. 10.3. The rights and obligations of the Services and who need to know the information, and Parties in terms of this Agreement shall ensure that such Supplier’s Personnel are aware of and shall comply prevail over any legends or statements associated with these obligations as to confidentialityConfidential Information received. 9.4 10.4. The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for provided by the purposes Supplier in terms of this Contract. 9.5 At Agreement, whether in documentary or electronic form, shall not be copied, used or reproduced, save with the express written request of DFID, the Supplier shall procure that those members permission of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract 10.5. SA-IAS shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 limit access to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential such persons reasonably required to be aware thereof, and is to bind such persons under provisions, not less restrictive than those contained herein. 10.6. SA-IAS undertakes not to be disclosed to a third party which is not part of use the Confidential Information for any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 purpose other than for the purpose contemplated in this Agreement and, without derogating from the generality of this clause, will not seek to gain any commercial advantage from the Confidential Information disclosed to it, unless the Parties expressly agree otherwise in writing. 10.7. SA-IAS undertakes to, at all times, keep all Confidential Information and, without limitation, all other material relating to the Confidential Information, it receives, in a safe and secure place. 10.8. The provisions of this Agreement regarding the Confidential Information shall not apply in respect of information which – 10.8.1. is within the public domain on the date of signature hereof; 10.8.2. subsequently becomes, lawfully and independently, part of the examination and certification public domain through no fault of DFID’s accounts; oreither Party; 9.6.4 for any examination pursuant 10.8.3. SA-IAS can show was in its possession prior to Section 6(1) of the National Audit Xxx 0000 of disclosure thereto; 10.8.4. SA-IAS receives from a third party, who has no confidential commitment to the economy, efficiency and effectiveness with which DFID has used its resourcesSupplier. 9.7 DFID shall use all reasonable endeavours 10.8.5. any Party receives written approval from the other Party, authorising such disclosure or use; 10.8.6. is required by law to ensure be disclosed, provided that if SA-IAS, its advisers or employees (or it is reasonably likely that any government departmentof them shall) become legally compelled to disclose, Contracting Authorityprompt notice of such fact shall be given, employee, third party so that the Supplier may seek an appropriate remedy to prevent such disclosure or Sub-contractor to whom waive compliance with the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware provision of DFID’s obligations of confidentialitythis Agreement. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 20.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this the Contract, each party Party shall: 9.1.1 20.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 20.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 20.2 Clause 9.1 20.1 shall not apply to the extent that: 9.2.1 20.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)19; 9.2.2 20.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 20.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 20.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Contract; or 9.2.5 20.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 20.3 The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the SupplierContractor’s Personnel who are directly involved in the provision of the Goods or Services any of the Authority’s Confidential Information and who need to know the informationknow, and shall ensure that such Supplierthe Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 9.4 20.4 The Supplier Contractor shall not, and shall procure that the SupplierContractor’s Personnel do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this the Contract. 9.5 20.5 At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the SupplierContractor’s Personnel identified in DFID’s the Authority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 9.6 20.6 Nothing in this the Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 20.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information Authority on the understanding that they shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 20.6.2 to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 20.6.3 for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 20.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 20.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 20.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 20.8 Nothing in this clause 9 20 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 8.1 The End-User acknowledges that the Licensed Materials contain intellectual property rights and know-how, system design and proprietary information which is the exclusive and valuable property of Sage and/or it’s Affiliates. Subject to sub-clauses 8.2 and 8.3 the End-User undertakes to treat as confidential all information contained or embodied in the Licensed Materials and in any specifications thereof made available to the End-User and shall not save as provided in sub-clauses 8.2 and 8.3 disclose the same in the whole or in part to any third party, other than the Personnel of the End-User as described in clause 8.2 below, without the prior written consent of the Supplier. 8.2 The End-User shall be permitted to disclose aspects of the Licensed Materials to its Personnel to the extent set out in this clause or where disclosure necessary and to those Personnel having a legitimate need to know. The End-User is expressly permitted elsewhere in this Contractresponsible for ensuring that such Personnel are made aware, each party shall: 9.1.1 treat prior to such disclosure, that the other party's Confidential Information as Licensed Materials are the confidential material of the Supplier, and safeguard it accordingly; and 9.1.2 that such Personnel may not disclose such material to outside third parties but keep the other party's Confidential Information to any other person without the owner's prior written consentinformation confidential. 9.2 Clause 9.1 8.3 The provisions of sub-clause 8.1 shall not apply to the extent thatto: 9.2.1 such disclosure is a requirement 8.3.1 information in the public domain otherwise than by breach of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information);this Agreement; and/or 9.2.2 such 8.3.2 information was already in the possession of the receiving party making the disclosure without obligation of confidentiality prior to its disclosure by the with right to use; and/or 8.3.3 information owner; 9.2.3 such information was obtained received from a bona fide third party without breach of obligation to other party hereto, and/or 8.3.4 information which is required to be publicly disclosed by law or by any statutory, governmental or regulatory body having jurisdiction over such party. 8.4 The End-User shall effect and maintain reasonable security measures to safeguard the Licensed Materials from theft, or access by any person other than the Personnel of confidentiality; 9.2.4 such information was already the End-User in the public domain at normal course of their employment or other appropriate contractual arrangement with the time of disclosure otherwise than End-User. 8.5 Both parties shall treat as confidential all information obtained from each other which is designated as confidential, or which either party may be told is confidential by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information, or which either party might reasonably expect the other to regard as confidential and shall not, save as provided in Clauses 8.2 and 8.3, disclose the same to any third party without the prior written consent of the other. 9.3 8.6 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these foregoing obligations as to confidentialityconfidentiality shall survive any termination under this Agreement, howsoever caused. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 19.1 Each Party shall treat and keep the documents and other types of information received from the other Party and clearly marked “confidential” (collectively referred to herein as “Confidential Information”) in strict confidence, and shall not transmit, reveal, disclose or otherwise communicate this Confidential Information in whole or in part to any third parties unless otherwise specified in this Article 19. 19.2 GSB shall treat and keep the extent documents and other following data as set out in this clause Article 19.2 (collectively referred to herein as “Customer Sensitive Information”) in strict confidence, and shall not transmit, reveal, disclose or where otherwise communicate this information in whole or in part to any third parties unless otherwise specified in this Article 19: 19.2.1 Customer’s Capacity and Customer’s Gas-in-Storage; 19.2.2 Customer’s Primary Capacity Agreements; 19.2.3 Customer’s Register Transfers; 19.2.4 Customer’s Preliminary Quantities and Customer’s Contract Quantities; and/or 19.2.5 Customer’s Credit Limit and financial information obtained from the Customer in order to determine its Credit Limit; 19.3 A Party may disclose or permit the disclosure of Confidential Information and GSB may disclose Customer Sensitive Information: 19.3.1 if the disclosure is expressly permitted elsewhere by some other provision of this Agreement or if approved in this Contract, each party shall: 9.1.1 treat writing by the other party's Confidential Information as confidential and safeguard it accordingly; andParty, such approval not to be unreasonably withheld or delayed; 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent.19.3.2 when required by Legal Requirement or a stock exchange; 9.2 Clause 9.1 shall not apply 19.3.3 to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon that the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Confidential Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in comes into the public domain at the time other than as a result of disclosure otherwise than by a breach of this Contract; orArticle 19; 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who 19.3.4 on a need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Informationbasis to: 9.6.1 a. its accountants and auditors and to any Crown Body its directors, officers, employees, professional advisers, IT support and data hosts or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 funders for the purpose of this Agreement and the examination implementation thereof; b. any of its Affiliates and certification such Affiliates accountants, auditors, directors, officers, employees, professional advisers or funders; and/or c. a bona fide prospective purchaser of DFID’s accounts; or 9.6.4 for its interest in this Agreement, provided that this Article 19.3.4 does not permit disclosure of Customer Sensitive Information by GSB, provided the disclosing Party procures that such prospective recipient keeps such disclosed information in confidence to the same extent provided herein, and that such Party procures that such recipient does not disclose, release or otherwise divulge such disclosed information to any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom without the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure prior written approval of the other party's Confidential Information or an infringement of IPRParty and returns and destroys such disclosed information in its possession when no longer required for the purpose for which it was disclosed. 19.4 GSB may disclose the matters expressly stated in Article 11 in line with the Operating Guidelines.

Confidentiality. 9.1 Except to the extent set out in this clause 11.1 The Contractor must not directly or where disclosure is expressly permitted elsewhere in this Contract, each party shallindirectly use any Confidential Information: 9.1.1 treat (1) of GCPHN; or (2) of any related Body Corporate of GCPHN; or (3) disclosed to GCPHN or the Contractor by any existing or potential customer, supplier, contractor, agent, licensor or licensee of GCPHN, for any purpose other party's Confidential Information as confidential than providing the services under this Agreement, and safeguard it accordingly; and 9.1.2 must not disclose the other party's such Confidential Information to any other person without the owner's prior written consentconsent of GCPHN. 9.2 11.2 In giving written consent under Clause 9.1 shall not apply to the extent 11.1, GCPHN may impose such terms and conditions as it thinks fit in its sole and absolute discretion. The Contractor must comply with any term and condition imposed by GCPHN under this Clause 11.2. 11.3 The Contractor acknowledges that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by 1) a breach of Clause 11.1 of this Contract; or 9.2.5 it is independently developed without access Agreement would be harmful to the business of GCPHN; (2) monetary damages alone would not be a sufficient remedy for the breach; and (3) in addition to any other party's Confidential Informationremedy which may be available at Law, GCPHN is entitled to interim, interlocutory and permanent injunctions or any of them to prevent the breach. 9.3 11.4 The Supplier Contractor must, at the request of GCPHN, sign or cause any of its personnel to sign a confidentiality agreement containing provisions similar to the provisions in this Clause 11 in favour of the Commonwealth or any existing or potential customer, supplier, contractor, agent, licensor or licensee of GCPHN. 11.5 GCPHN may only disclose DFID’s notify the Contractor in writing after the date of this Agreement that certain additional information is to constitute Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this ContractAgreement. Where GCPHN provides Notice to the Contractor under this Clause 11.5, the Notice document is incorporated into, and becomes part of this Agreement. 9.5 11.6 The Contractor must at all times store all Confidential Information safely and securely. 11.7 The Contractor must immediately notify GCPHN in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information. 11.8 At GCPHN's request or on the written request expiry or termination of DFIDthis Agreement under Clauses 17 or 19.3, the Supplier shall procure Contractor must promptly return all of GCPHN's physical and written records containing Confidential Information, and all documentation relating to that those members of Confidential Information (including copies), to GCPHN in a form reasonably requested by GCPHN. Alternatively, if requested by GCPHN, the Supplier’s Personnel identified Contractor must destroy such items in DFID’s notice signs a confidentiality undertaking prior the manner specified by GCPHN and promptly certify to commencing any work GCPHN in accordance with this Contractwriting that it has done so. 9.6 Nothing 11.9 For the avoidance of doubt, nothing in this Contract shall prevent DFID Agreement derogates from disclosing any obligation the Supplier’s Confidential Information: 9.6.1 Contractor may have under the Privacy Xxx 0000 (Cth) (Privacy Act) and the Australian Privacy Principles (APPs) in the Privacy Act, as amended from time to any Crown Body time, in relation to the protection of personal information or information that is protected by the Census and Statistics Xxx 0000 (Cth), or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies Act, regulation or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body legislative instrument requiring secrecy or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness confidentiality in dealing with which DFID has used its resourcesinformation. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this ContractCall-Off Agreement, each party Party shall: 9.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose any Confidential Information belonging to the other party's Confidential Information Party to any other person without the owner's prior written consent. 9.2 Clause 9.1 consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Call-Off Agreement. The Supplier may only disclose the Customer's Confidential Information to the Supplier Staff who are directly involved in the provision of the G-Cloud Services and who need to know the information, and shall ensure that such Supplier Staff are aware of and shall comply with these obligations as to confidentiality. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Customer's Confidential Information received otherwise than for the purposes of this Call-Off Agreement. The provisions of Clauses CO-4.1 shall not apply to the extent that: 9.2.1 : such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the FOIA, the Ministry of Justice Code or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause CO-6 (Freedom of Information); 9.2.2 ; such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 ; such information was obtained from a third party without obligation of confidentiality; 9.2.4 ; such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractCall-Off Agreement; or 9.2.5 or it is independently developed without access to the other partyParty's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 . Nothing in this Contract Call-Off Agreement shall prevent DFID the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause FW-8 (Provision of Management Information) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s Confidential Information: 9.6.1 accounts; for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to any Crown Body body or any other Other Contracting AuthorityBody. All Crown Bodies bodies or Contracting Authorities Bodies receiving such Supplier's Confidential Information shall be entitled to further disclose the Supplier's Confidential Information to other Crown bodies or Other Contracting Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Body; or to any consultant, contractor or other person engaged by the Customer (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 for or ERG Gateway review or any additional assurance programme. In the purpose of event that the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant Supplier fails to Section 6(1) of comply with Clauses CO-4.1 to Clause CO-4.4, the National Audit Xxx 0000 of Customer reserves the economy, efficiency and effectiveness right to terminate this Call-Off Agreement with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours immediate effect by notice in writing. In order to ensure that no unauthorised person gains access to any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant or any data obtained in performance of this Call-Off Agreement, the Supplier undertakes to clause 9.6 is made aware maintain adequate security arrangements that meet the requirements of DFID’s obligations Good Industry Practice. The Supplier will immediately notify the Customer of confidentiality. 9.8 Nothing any breach of security in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during relation to Customer Confidential Information obtained in the performance of this Call-Off Agreement and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Customer Confidential Information however it may be recorded. This obligation is in addition to the Contract Supplier's obligations under Clauses CO-4.1 to Clause CO-4.4. The Supplier will co-operate with the Customer in any investigation that the course Customer considers necessary to undertake as a result of its normal business any breach of security in relation to Customer Confidential Information. Subject always to Clause CO-11.4 the Supplier shall, at all times during and after the Call-Off Agreement Period, indemnify the Customer and keep the Customer fully indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against the Customer arising from any breach of the Supplier's obligations under the DPA or this Clause CO-4 (Confidentiality) except and to the extent that this use does not result in a disclosure of such liabilities have resulted directly from the other partyCustomer's Confidential Information or an infringement of IPRinstructions.

Confidentiality. 9.1 Except 11.1. Without prejudice to Clause 10, except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 11.1.1. treat the other party's Confidential Information as confidential confidential[ and safeguard it accordingly]; and 9.1.2 11.1.2. not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 11.2. Clause 9.1 11.1 shall not apply to the extent that: 9.2.1 11.2.1. such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 24 (Freedom of Information); 9.2.2 11.2.2. such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 11.2.3. such information was obtained from a third party without obligation of confidentiality; 9.2.4 11.2.4. such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 11.2.5. it is independently developed without access to the other party's Confidential Information. 9.3 11.3. The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the Supplier’s Personnel persons it has employed or engaged who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel persons are aware of and shall comply with these obligations as to confidentiality. 9.4 11.4. The Supplier Contractor shall not, and shall procure that the Supplier’s Personnel persons it has employed or engaged do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this Contract. 9.5 11.5. At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the Supplier’s Personnel persons it has employed or engaged identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 11.6. Nothing in this Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 11.6.1. to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 11.6.2. to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 11.6.3. for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 11.6.4. for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 11.7. The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 Clause 11.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 11.8. Nothing in this clause 9 Clause 11 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the this Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 11.9. In the event that the Contractor fails to comply with this Clause 11, the Authority reserves the right to terminate the Contract by notice in writing with immediate effect. 11.10. The provisions under this Clause 11 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID12.5 The Contractor shall ensure that their employees, the Supplier shall procure that those members servants or such professional advisors or consultants are aware of the SupplierContractor’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with obligations under this Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 12.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 12.9 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 Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. 12.10 Subject to Clause 12.9, the Contractor hereby gives his consent for the Department to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 12.11 The Department may consult with the Contractor to inform its decision regarding any redactions but the Department shall have the final decision in its absolute discretion. 12.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 9.1 Except 14.1. The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOI Act, the content of this Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOI Act. Notwithstanding any other term of this Contract, the Contractor gives consent to the Authority to publish the Contract in its entirety, (but with any information which is exempt from disclosure in accordance with the provisions of the FOI Act redacted) including from time to time agreed changes to the Contract, to the general public. 14.1.1. The Authority may consult with the Contractor to inform its decision regarding any exemptions but the Authority shall have the final decision in its absolute discretion. 14.1.2. The Contractor shall assist and cooperate with the Authority to enable the Authority to publish this Agreement. 14.2. Without prejudice to Condition 16, except to the extent set out in this clause Condition or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 14.2.1. treat the other party's Confidential Information as confidential and safeguard it accordingly]; and 9.1.2 14.2.2. not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 14.3. Condition 14.1 shall not apply to the extent that: 9.2.1 14.3.1. such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Condition 33 (Freedom of Information); 9.2.2 14.3.2. such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 14.3.3. such information was obtained from a third party without obligation of confidentiality; 9.2.4 14.3.4. such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 14.3.5. it is independently developed without access to the other party's Confidential Information. 9.3 14.4. The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the Supplier’s Personnel persons it has employed or engaged who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel persons are aware of and shall comply with these obligations as to confidentiality. 9.4 14.5. The Supplier Contractor shall not, and shall procure that the Supplier’s Personnel persons it has employed or engaged do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this Contract. 9.5 14.6. At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the Supplier’s Personnel persons it has employed or engaged identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 14.7. Nothing in this Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 14.7.1. to any Crown Body Body, Overseas Governments‟, or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 14.7.2. to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway a Gateway or other assurance review; 9.6.3 14.7.3. for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 14.7.4. for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 14.8. The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 Condition 14.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 14.9. Nothing in this clause 9 Condition 14 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the this Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights. 14.10. In the event that the Contractor fails to comply with this Condition 14, the Authority reserves the right to terminate the Contract by notice in writing with immediate effect. 14.11. The provisions under this Condition 14 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information.

Confidentiality. 9.1 11.1. Except to the extent set out in this clause 11 or where disclosure is expressly permitted elsewhere in this Contractpermitted, each party shall: 9.1.1 the Grant Recipient shall treat the other party's all Confidential Information belonging to DWP as confidential and safeguard it accordingly; and 9.1.2 shall not disclose the other party's any Confidential Information belonging to DWP to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply consent of DWP, except to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel persons who are directly involved in the provision of the Services Funded Activities and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality.information (Permitted 9.4 11.2. The Supplier Grant Recipient shall not, and shall procure that the Supplier’s Personnel its Permitted Recipients do not, use any of DFID’s DWP's Confidential Information received otherwise than for the purposes of this Contractthe provision of the Funded Activities. 9.5 At 11.3. The Grant Recipient gives its consent for DWP to publish this Grant Agreement in any medium in its entirety (but with any information which is Confidential Information of DWP or the written request of DFIDGrant Recipient redacted), the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior including from time to commencing any work in accordance with time agreed changes to this ContractGrant Agreement. 9.6 11.4. Nothing in this Contract clause 11 shall prevent DFID DWP disclosing any Confidential Information obtained from disclosing the Supplier’s Confidential InformationGrant Recipient: 9.6.1 to any Crown Body or any other Contracting Authority11.4.1. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFIDDWP’s accounts; or 9.6.4 for any examination accounts or pursuant to Section section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID DWP has used its resources.; 9.7 DFID shall use all reasonable endeavours 11.4.2. to ensure that any government department, Contracting Authorityconsultant, employeecontractor or other person engaged by DWP, third party or Sub-contractor to whom provided that DWP only discloses the Contractor's Confidential information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate; or 11.4.3. where disclosure is required by Law, including under the Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentialityActs. 9.8 11.5. Nothing in this clause 9 11 shall prevent either party Party from using any techniques, ideas or know-know- how gained during the performance of the Contract under this Grant Agreement in the course of its normal business business, to the extent that this use does not result in a an unauthorised disclosure of the other party's Party’s Confidential Information or an infringement of IPRthe other Party’s Intellectual Property Rights.

Confidentiality. 9.1 30 A. All records and information concerning any and all matters referred to CONTRACTOR by 31 COUNTY shall be considered as Confidential Information and kept confidential by CONTRACTOR 32 and CONTRACTOR’s officers, employees, agents, subcontractors, and sub-tiers. Confidential 33 Information obtained by either party in the performance of this Agreement shall be treated as strictly 34 confidential and shall not be used by the other for any purpose other than the performance of this 35 Agreement. 36 B. Except to the extent set out as expressly permitted by this Agreement, CONTRACTOR and COUNTY will not, nor 37 will they permit their respective employees, agents, attorneys or independent contractors to, disclose 1 other than as provided in this clause Agreement, use, copy, distribute, sell, license, publish, reproduce or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat 2 otherwise make available Confidential Information of the other party's . CONTRACTOR and COUNTY 3 will each: 4 1. Secure and protect the other party’s Confidential Information as by using the same or greater 5 level of care than it uses to protect its own confidential and safeguard it accordingly; proprietary information of like kind, but in 6 no event, less than a reasonable degree of care, and 9.1.2 not 7 2. Advise each of their respective employees, agents, attorneys and independent contractors 8 who have access to such Confidential Information of the terms of this Paragraph V. 9 C. Notwithstanding the foregoing, either party may disclose the other party's ’s Confidential 10 Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 required by applicable law or regulation or by order of a court or other 11 governmental entity, in which case such disclosure is a requirement of Law placed upon party will so notify the other party as soon as practicable and in 12 any event at least ten (10) business days prior to such party making the such required disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information);. 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach 13 D. Upon execution of this Contract; or 9.2.5 it is independently developed without Agreement and subject to the terms and conditions set forth in 14 Exhibit C, CONTRACTOR agrees to grant to COUNTY licensed access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s restricted portions of 15 Xxxxxx.xxx. Xxxxxx.xxx contains certain copyrighted, proprietary, and confidential information. 16 Confidential Information obtained pursuant to the Supplier’s Personnel who are directly involved first sentence of this Subparagraph D. in the provision 17 performance of the Services and who need to know the information, this Agreement shall be treated as strictly confidential and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall not be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 used by 18 COUNTY for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during purpose other than the performance of this Agreement. 19 E. CONTRACTOR’s client list is considered proprietary, and as such CONTRACTOR shall only 20 be obligated to supply to COUNTY, upon request, such CONTRACTOR’s client list information to 21 which CONTRACTOR has received permission from the Contract in the course of its normal business client to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.do so. 22

Confidentiality. 9.1 Except to 7.1 The Supplier shall understand that all discussions with the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential Supplier and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such all information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure gained by the information owner; 9.2.3 such information was obtained from Supplier as a third party without obligation result of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in performance under this agreement shall be confidential. The Supplier shall not release reports, documentation, or material prepared required by this agreement without the provision prior written consent of the Services Department. 7.2 The Department shall only use information provided by the Supplier about the account of an eligible customer for administering LIHWAP. The Department shall obtain the same agreement from any of its Suppliers. 7.3 The Supplier agrees not to use or disclose any information related to its eligible customers to any parties except the Department with all applicable state and who need federal laws dealing with privacy and confidentiality of information related to know eligible customers of LIHWAP. This agreement shall immediately be declared null and void if the information, Supplier is determined to be out of compliance with privacy and confidentiality laws 7.4 The Supplier shall ensure that all persons in its employ who are authorized to have access to or use information obtained from the Department understand the conditions of this agreement. In the case of information obtained electronically or by using the web-based access, attest to such Supplier’s Personnel are aware understanding in writing by signing a DSS Security Access and Confidentiality Agreement form. Availability of this information must be limited to employees with a “need to know”. The Department shall deny access to information if the Supplier is determined to be out of compliance. The Department may declare this agreement null and shall comply void if the Supplier is determined to be out of compliance with these obligations as to confidentialitythe agreement. 9.4 7.5 The Supplier shall notagrees to retain all books, records, and shall procure other documents relevant to this agreement for a minimum of five (5) years or until any litigation, claim, negotiation, audit, or other action involving the records that was initiated prior to the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes expiration of this Contract. 9.5 At the written five (5) year period has been completed. Upon request of DFIDthe Department, the Supplier shall procure that those members permit authorized representatives of the Department, and such other Federal or State agencies as may require such information, to have access to such records as may be necessary to confirm the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance compliance with the provisions of this Contractagreement. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 12.2 Clause 9.1 12 shall not apply to the extent that: 9.2.1 12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 13 (Freedom of Information); 9.2.2 12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 12.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 12.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID12.5 The Contractor shall ensure that their employees, the Supplier shall procure that those members servants or such professional advisers or consultants are aware of the SupplierContractor’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with obligations under this Contract. 9.6 12.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 12.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 12.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 12.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 12 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 12.8 Nothing in this clause 9 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRIntellectual Property Rights.

Confidentiality. 9.1 Except 7.1 The Recipient must keep secret and confidential, and not use or disclose, any Confidential Information of the Discloser unless this Agreement otherwise permits. The Recipient must take all steps and do all such things as may be necessary, prudent or desirable in order to secure and protect the extent set out in confidentiality of the Confidential Information of the Discloser and to prevent any unauthorised access to it. 7.2 The Recipient must use the Confidential Information of the Discloser only for the performance of its obligations under this clause or where disclosure is expressly permitted elsewhere in this ContractAgreement and for no other purpose. 7.3 The Recipient may disclose Confidential Information of the Discloser to its employees, each party shallcontractors and professional advisers: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who 7.3.1 that need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this ContractAgreement (and only to the extent that each has a need to know); and 7.3.2 in the case of the Recipient's officers and employees, who have been directed in writing by the Recipient and have agreed to keep confidential all Confidential Information of the Discloser; and 7.3.3 in the case of other persons, who have agreed in writing with the Recipient to comply with equivalent obligations in respect of Confidential Information of the Discloser as those imposed on the Recipient under this Agreement. 9.5 At the written request of DFID, the Supplier shall procure 7.4 The Recipient is responsible for ensuring that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information of the Discloser is kept confidential and secure by any person to other Crown Bodies whom the Recipient discloses that information. 7.5 The obligations in Clause 7.1 do not apply to Confidential Information that is: 7.5.1 in the public domain otherwise than as a result of a breach of this Agreement or other Contracting Authorities on another obligation of confidence; 7.5.2 created by the basis Recipient, whether alone or jointly with any person, independently of the Discloser’s Confidential Information (provided the Recipient has evidence in writing that the information falls within this exception); or 7.5.3 already known by the Recipient independently of its involvement in this Agreement or its interaction with the Discloser and free of any obligation of confidence. 7.6 If a Recipient is required by applicable law to disclose any Confidential Information of the Discloser to a third person, the Recipient must: 7.6.1 before doing so: (A) notify the Discloser; and (B) give the Discloser a reasonable opportunity to take any steps that the Discloser considers necessary to protect the confidentiality of that information; and 7.6.2 notify the third person that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resourcesDiscloser. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom 7.7 For the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware purposes of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.Clause 7:

Confidentiality. 9.1 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 13.2 Clause 9.1 13 shall not apply to the extent that: 9.2.1 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 12 (Freedom of Information); 9.2.2 13.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 13.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 13.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 13.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 13.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 13.5 At the written request of DFIDthe Department, the Supplier Contractor shall procure that those members of the Supplier’s Contractor Personnel identified in DFID’s the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 13.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 13.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 13.6.2 to any consultant, Contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 13.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor Contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 13 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 13.8 Nothing in this clause 9 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR. 13.9 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 Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. 13.10 Subject to Clause 13.9, the Contractor hereby gives his consent for the Department to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 13.11 The Department may consult with the Contractor to inform its decision regarding any redactions but the Department shall have the final decision in its absolute discretion. 13.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 9.1 Except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this ContractCall-Off Agreement, each party Party shall: 9.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose any Confidential Information belonging to the other party's Confidential Information Party to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession consent of the party making other Party, except to such persons and to such extent as may be necessary for the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach performance of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 Call-Off Agreement. The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Supplier Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Supplier Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier shall not, and shall procure that the Supplier’s Personnel Supplier Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At Call-Off Agreement. The provisions of Clauses CO-4.1 shall not apply to the written request extent that: such disclosure is a requirement of DFIDLaw placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the Supplier shall procure that those members FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause CO-6 (Freedom of Information); such information was in the possession of the Supplier’s Personnel identified in DFID’s notice signs a Party making the disclosure without obligation of confidentiality undertaking prior to commencing any work its disclosure by the information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in accordance with the public domain at the time of disclosure otherwise than by a breach of this Contract. 9.6 Call-Off Agreement; or it is independently developed without access to the other Party's Confidential Information. Nothing in this Contract Call-Off Agreement shall prevent DFID the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause FW-8 (Provision of Management Information) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s Confidential Information: 9.6.1 accounts; for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the Customer has used its resources; to any Crown Body body or any other Other Contracting AuthorityBody. All Crown Bodies bodies or Contracting Authorities Bodies receiving such Supplier's Confidential Information shall be entitled to further disclose the Supplier's Confidential Information to other Crown bodies or Other Contracting Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Body; or to any consultant, contractor or other person engaged by the Customer (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 or ERG Gateway review or any additional assurance programme. The Supplier acknowledges and agrees that for the purpose of ensuring consistent behaviour between the examination Customers and certification Suppliers to this Call-Off Agreement, information relating to Orders placed by a Contracting Body, including pricing information and the terms of DFID’s accountsany Call-Off Agreement may be published by the Customer, subject to this Clause CO-4; or 9.6.4 for any examination pursuant and may be shared with Other Contracting Bodies from time to Section 6(1) time. The Authority shall notify the recipient of such information that its contents are confidential. In the National Audit Xxx 0000 of event that the economySupplier fails to comply with Clauses CO-4.1 to Clause CO-4.4, efficiency and effectiveness the Customer reserves the right to terminate this Call-Off Agreement with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours immediate effect by notice in writing. In order to ensure that no unauthorised person gains access to any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant or any data obtained in performance of this Call-Off Agreement, the Supplier undertakes to clause 9.6 is made aware maintain adequate security arrangements that meet the requirements of DFID’s obligations Good Industry Practice. The Supplier will immediately notify the Customer of confidentiality. 9.8 Nothing any breach of security in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during relation to Customer Confidential Information obtained in the performance of this Call-Off Agreement and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Customer Confidential Information however it may be recorded. This obligation is in addition to the Contract Supplier's obligations under Clauses CO-4.1 to Clause CO-4.4. The Supplier will co-operate with the Customer in any investigation that the course Customer considers necessary to undertake as a result of its normal business any breach of security in relation to Customer Confidential Information. Subject always to Clause CO-11.4 the Supplier shall, at all times during and after the Call-Off Agreement Period, indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against the Customer arising from any breach of the Supplier's obligations under the DPA this Clause CO-4 (Confidentiality) except and to the extent that this use does not result in a disclosure of such liabilities have resulted directly from the other partyCustomer's Confidential Information or an infringement of IPRinstructions.

Confidentiality. 9.1 Except 27.1 Without prejudice to Condition 28 (Publicity), except to the extent set out in this clause Condition or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 a) treat the other party's Parties Confidential Information as confidential and safeguard it accordingly; and 9.1.2 b) not disclose the other party's Parties Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 27.2 Condition 27.1 shall not apply to the extent that: 9.2.1 a) such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Condition 30 (Data Protection Act and Freedom of InformationInformation Act); 9.2.2 b) such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 c) such information was obtained from a third party without obligation of confidentiality; 9.2.4 d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 e) it is independently developed without access to the other party's Parties Confidential Information. 9.3 27.3 The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the Supplier’s Personnel its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 27.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Personnel its Staff do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this Contract. 9.5 27.5 At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the Supplier’s Personnel its Staff identified in DFID’s the Authority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 27.6 Nothing in this Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 c) for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 d) for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 27.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 Condition 27.5 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 27.8 Nothing in this clause 9 Condition 267 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the this Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Parties Confidential Information or an infringement of IPRIntellectual Property Rights. 27.9 The provisions under this Condition 27 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. 27.10 The Contractor must not contravene the Official Secrets Xxx 0000 to 1989. The Contractor must familiarise itself with these Acts and take all reasonable steps to ensure that its sub-contractors and its and their employees and agents are familiar with them and that these Persons comply with them. 27.11 In the event that the Contractor fails to comply with this Condition, the Authority reserves the right to terminate the Contract by notice in writing with immediate effect.

Confidentiality. 9.1 22.6.1 Except to the extent set out in this clause 22.6 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 22.6.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 22.6.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 22.6.2 Clause 9.1 22.6.1 shall not apply to the extent that: 9.2.1 22.6.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 22.8 (Freedom of Information); 9.2.2 22.6.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 22.6.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 22.6.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 22.6.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 22.6.3 The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Staff who are directly involved in the provision of the Services and Goods and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 22.6.4 The Supplier shall not, and shall procure that the Supplier’s Personnel Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 22.6.5 At the written request of DFIDthe Customer, the Supplier shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Customer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 22.6.6 In the event that any default, act or omission of any Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Contract, the Supplier shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Staff, the Supplier shall provide such evidence to the Customer as the Customer may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings to demonstrate that the Supplier is taking appropriate steps to comply with this clause, including copies of any written communications to and/or from Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Staff in connection with obligations as to confidentiality. 22.6.7 Nothing in this Contract shall prevent DFID the Customer from disclosing the Supplier’s 's Confidential Information:Information (including the Management Information obtained under clause 8.2): 9.6.1 22.6.7.1 to any Crown Body body or any other Contracting Authority. All Crown Bodies bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 22.6.7.2 to any consultant, contractor or other person engaged by the Customer or any person conducting an Office of Government Commerce gateway review; 9.6.3 22.6.7.3 for the purpose of the examination and certification of DFID’s the Customer's accounts; or 9.6.4 22.6.7.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Customer has used its resources. 9.7 DFID 22.6.8 The Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 22.6.7 is made aware of DFID’s the Customer's obligations of confidentiality. 9.8 22.6.9 Nothing in this clause 9 22.6 shall prevent either party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR. 22.6.10 In the event that the Supplier fails to comply with clause 22.6.1to clause 22.6.6, the Customer reserves the right to terminate this Contract with immediate effect by notice in writing. 22.6.11 In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Contract, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice.

Confidentiality. 9.1 20.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this the Contract, each party Party shall: 9.1.1 20.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 20.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 20.2 Clause 9.1 20.1 shall not apply to the extent that: 9.2.1 20.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)19; 9.2.2 20.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 20.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 20.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Contract; or 9.2.5 20.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 20.3 The Supplier Contractor may only disclose DFID’s the Authority's Confidential Information to the SupplierContractor’s Personnel who are directly involved in the provision of the Goods or Services any of the Authority’s Confidential Information and who need to know the informationknow, and shall ensure that such Supplierthe Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 9.4 20.4 The Supplier Contractor shall not, and shall procure that the SupplierContractor’s Personnel do not, use any of DFID’s the Authority's Confidential Information received otherwise than for the purposes of this the Contract. 9.5 20.5 At the written request of DFIDthe Authority, the Supplier Contractor shall procure that those members of the SupplierContractor’s Personnel identified in DFID’s the Authority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 9.6 20.6 Nothing in this the Contract shall prevent DFID the Authority from disclosing the Supplier’s Contractor's Confidential Information:Information (including the Management Information obtained under clause 45): 9.6.1 20.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information Authority on the understanding that they shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 20.6.2 to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; 9.6.3 20.6.3 for the purpose of the examination and certification of DFID’s the Authority's accounts; or 9.6.4 20.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Authority has used its resources. 9.7 DFID 20.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 20.6 is made aware of DFID’s the Authority's obligations of confidentiality. 9.8 20.8 Nothing in this clause 9 20 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 6.1 Unity holds a proprietary interest in the written and oral information which Unity discloses to Ascentage and identifies as confidential (hereinafter “Information”). As used herein, the “Information” of Unity shall also include the Deliverables. Ascentage agrees to protect the confidentiality of any and all Information disclosed to Ascentage by Unity and to use such Information solely for the performance of the Services described herein with the exception of the following which Ascentage can demonstrate by competent written proof: a) Information which is or (through no improper action or inaction by Ascentage or its employees) becomes generally known to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall:public; or 9.1.1 treat the other party's Confidential b) Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information which was rightfully disclosed to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure Ascentage by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 restriction and with the legal right to disclose such information was already in the public domain at the time of disclosure otherwise than by a (including, without limitation, without any breach of this Contractthe third party’s obligations to the disclosing party); or 9.2.5 it is c) Information which was in Ascentage’ possession or was known to Ascentage prior to receipt from Unity, as evidenced by its contemporaneous written records; or d) Information which was independently developed by employees of Ascentage without access to the other party's Confidential such Information, as evidenced by its contemporaneous written records. 9.3 The Supplier may only disclose DFID’s Confidential 6.2 Except as expressly allowed herein, Ascentage agrees (i) to hold the Information in strict confidence and to take all reasonable precautions to protect such Information, (ii) not to disclose, directly or indirectly, any Information or any information derived therefrom to any third person (except employees of Ascentage, subject to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the informationconditions stated below), and shall ensure that (iii) not to use such Supplier’s Personnel are aware of and shall comply with these obligations Information, except as to confidentialityexpressly permitted under this Agreement. 9.4 The Supplier shall not, and shall procure 6.3 Ascentage may disclose any Information that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not required to be disclosed to by law, government regulation or court order. If disclosure is required, Ascentage will give Unity at least [***] ([***]) business days advance notice (unless prohibited by law or court order) so that Unity may seek a third party which is not part of any Crown Body protective order or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose take other action reasonable in light of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing circumstances. [***] Certain information in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during document has been omitted and filed separately with the performance of the Contract in the course of its normal business Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRomitted portions.

Confidentiality. 9.1 29.1 Except to the extent set out in this clause Clause 29 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 29.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 9.1.2 29.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 29.2 Clause 9.1 29.1 shall not apply to the extent that: 9.2.1 29.2.1 such disclosure is a requirement of Law placed upon applicable to the party Party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause 30 (Freedom of Information); 9.2.2 29.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 29.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 29.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 29.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 29.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Supplier Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Supplier Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 29.4 The Supplier shall not, and shall procure that the Supplier’s Supplier Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 29.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Supplier Personnel identified referred to in DFID’s notice signs Clause 29.3, respectively sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 29.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 29.6.1 on a confidential basis to any Crown Central Government Body for any proper purpose of DFID or of the relevant Central Government Body; 29.6.2 to Parliament and Parliamentary Committees or if required by any other Contracting Authority. All Crown Bodies Parliamentary reporting requirement; 29.6.3 to the extent that DFID (acting reasonably) deems disclosure necessary or Contracting Authorities receiving such Confidential Information shall be entitled appropriate in the course of carrying out its public functions; 29.6.4 on a confidential basis to further disclose the Confidential Information to other Crown Bodies a professional adviser, consultant, supplier or other Contracting Authorities person engaged by any of the entities described in Clause 29.6.1 (including any benchmarking organisation) for any purpose relating to or connected with this Contract; 29.6.5 on a confidential basis for the purpose of the exercise of its rights under this Contract, including the Audit Rights, its step‐ in rights pursuant to Clause 15 (Open Book Accounting and Audit), its rights to appoint an advisor pursuant to Clause 47 (Dispute Resolution) and any rights set out in Clause 16 (Exit Management); 29.6.6 on a confidential basis that the information is confidential and is not to be disclosed to a third party which is not part proposed Successor Body in connection with any assignment, novation or disposal of any Crown Body of its rights, obligations or any Contracting Authority;liabilities under this Contract; or 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 29.6.7 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 , and for any examination pursuant to Section 6(1) the purposes of the National Audit Xxx 0000 of the economyforegoing, efficiency and effectiveness with which 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 DFID has used its resourcesunder this Clause 29. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 29.7 Nothing in this clause 9 Clause 29 shall prevent either party from using any techniques, ideas or know-how know‐how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 23.6.1 Except to the extent set out in this clause 23.6 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 23.6.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 23.6.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 23.6.2 Clause 9.1 23.6.1 shall not apply to the extent that: 9.2.1 23.6.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 23.8 (Freedom of Information); 9.2.2 23.6.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 23.6.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 23.6.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 23.6.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 23.6.3 The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Staff who are directly involved in the provision of the Services and Goods and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 23.6.4 The Supplier shall not, and shall procure that the Supplier’s Personnel Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 23.6.5 At the written request of DFIDthe Customer, the Supplier shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Customer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 23.6.6 In the event that any default, act or omission of any Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Contract, the Supplier shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Staff, the Supplier shall provide such evidence to the Customer as the Customer may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings to demonstrate that the Supplier is taking appropriate steps to comply with this clause, including copies of any written communications to and/or from Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Staff in connection with obligations as to confidentiality. 23.6.7 Nothing in this Contract shall prevent DFID the Customer from disclosing the Supplier’s 's Confidential Information:Information (including the Management Information obtained under clause 8.2): 9.6.1 23.6.7.1 to any Crown Body body or any other Contracting Authority. All Crown Bodies bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 23.6.7.2 to any consultant, contractor or other person engaged by the Customer or any person conducting an Office of Government Commerce gateway review; 9.6.3 23.6.7.3 for the purpose of the examination and certification of DFID’s the Customer's accounts; or 9.6.4 23.6.7.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Customer has used its resources. 9.7 DFID 23.6.8 The Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 23.6.7 is made aware of DFID’s the Customer's obligations of confidentiality. 9.8 23.6.9 Nothing in this clause 9 23.6 shall prevent either party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR. 23.6.10 In the event that the Supplier fails to comply with clause 23.6.1 to clause 23.6.6, the Customer reserves the right to terminate this Contract with immediate effect by notice in writing. 23.6.11 In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Contract, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice.

Confidentiality. 9.1 Except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this ContractCall-Off Agreement, each party Party shall: 9.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose any Confidential Information belonging to the other party's Confidential Information Party to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession consent of the party making other Party, except to such persons and to such extent as may be necessary for the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach performance of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 Call-Off Agreement. The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Supplier Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Supplier Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier shall not, and shall procure that the Supplier’s Personnel Supplier Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At Call-Off Agreement. The provisions of Clauses CO-4.1 shall not apply to the written request extent that: such disclosure is a requirement of DFIDLaw placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the Supplier shall procure that those members FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause CO-6 (Freedom of Information); such information was in the possession of the Supplier’s Personnel identified in DFID’s notice signs a Party making the disclosure without obligation of confidentiality undertaking prior to commencing any work its disclosure by the information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in accordance with the public domain at the time of disclosure otherwise than by a breach of this Contract. 9.6 Call-Off Agreement; or it is independently developed without access to the other Party's Confidential Information. Nothing in this Contract Call-Off Agreement shall prevent DFID the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause Error: Reference source not found (Provision of Management Information) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s Confidential Information: 9.6.1 accounts; for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to any Crown Body body or any other Other Contracting AuthorityBody. All Crown Bodies bodies or Contracting Authorities Bodies receiving such Supplier's Confidential Information shall be entitled to further disclose the Supplier's Confidential Information to other Crown bodies or Other Contracting Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Body; or to any consultant, contractor or other person engaged by the Customer (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 or ERG Gateway review or any additional assurance programme. The Supplier acknowledges and agrees that for the purpose of ensuring consistent behaviour between the examination Customers and certification Suppliers to this Call-Off Agreement, information relating to Orders placed by a Contracting Body, including pricing information and the terms of DFID’s accountsany Call-Off Agreement may be published by the Customer, subject to this Clause CO-4; or 9.6.4 for any examination pursuant and may be shared with Other Contracting Bodies from time to Section 6(1) time. The Authority shall notify the recipient of such information that its contents are confidential. In the National Audit Xxx 0000 of event that the economySupplier fails to comply with Clauses CO-4.1 to Clause CO-4.4, efficiency and effectiveness the Customer reserves the right to terminate this Call-Off Agreement with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours immediate effect by notice in writing. In order to ensure that no unauthorised person gains access to any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant or any data obtained in performance of this Call-Off Agreement, the Supplier undertakes to clause 9.6 is made aware maintain adequate security arrangements that meet the requirements of DFID’s obligations Good Industry Practice. The Supplier will immediately notify the Customer of confidentiality. 9.8 Nothing any breach of security in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during relation to Customer Confidential Information obtained in the performance of this Call-Off Agreement and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Customer Confidential Information however it may be recorded. This obligation is in addition to the Contract Supplier's obligations under Clauses CO-4.1 to Clause CO-4.4. The Supplier will co-operate with the Customer in any investigation that the course Customer considers necessary to undertake as a result of its normal business any breach of security in relation to Customer Confidential Information. Subject always to Clause CO-11.4 the Supplier shall, at all times during and after the Call-Off Agreement Period, indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against the Customer arising from any breach of the Supplier's obligations under the DPA this Clause CO-4 (Confidentiality) except and to the extent that this use does not result in a disclosure of such liabilities have resulted directly from the other partyCustomer's Confidential Information or an infringement of IPRinstructions.

Confidentiality. 9.1 Except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this ContractCall-Off Agreement, each party Party shall: 9.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose any Confidential Information belonging to the other party's Confidential Information Party to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession consent of the party making other Party, except to such persons and to such extent as may be necessary for the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach performance of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 Call-Off Agreement. The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Supplier Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Supplier Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 . The Supplier shall not, and shall procure that the Supplier’s Personnel Supplier Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 At Call-Off Agreement. The provisions of Clauses CO-1.17 shall not apply to the written request extent that: such disclosure is a requirement of DFIDLaw placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-2.5.4 (Transparency) and the Supplier shall procure that those members FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause CO-2 (Freedom of Information); such information was in the possession of the Supplier’s Personnel identified in DFID’s notice signs a Party making the disclosure without obligation of confidentiality undertaking prior to commencing any work its disclosure by the information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in accordance with the public domain at the time of disclosure otherwise than by a breach of this Contract. 9.6 Call-Off Agreement; or it is independently developed without access to the other Party's Confidential Information. Nothing in this Contract Call-Off Agreement shall prevent DFID the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause Error: Reference source not found (Provision of Management Information) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s Confidential Information: 9.6.1 accounts; for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to any Crown Body body or any other Other Contracting AuthorityBody. All Crown Bodies bodies or Contracting Authorities Bodies receiving such Supplier's Confidential Information shall be entitled to further disclose the Supplier's Confidential Information to other Crown bodies or Other Contracting Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Body; or to any consultant, contractor or other person engaged by the Customer (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 or ERG Gateway review or any additional assurance programme. The Supplier acknowledges and agrees that for the purpose of ensuring consistent behaviour between the examination Customers and certification Suppliers to this Call-Off Agreement, information relating to Orders placed by a Contracting Body, including pricing information and the terms of DFID’s accountsany Call-Off Agreement may be published by the Customer, subject to this Clause CO-1.16; or 9.6.4 for any examination pursuant and may be shared with Other Contracting Bodies from time to Section 6(1) time. The Authority shall notify the recipient of such information that its contents are confidential. In the National Audit Xxx 0000 of event that the economySupplier fails to comply with Clauses CO-1.17 to Clause CO-1.20, efficiency and effectiveness the Customer reserves the right to terminate this Call-Off Agreement with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours immediate effect by notice in writing. In order to ensure that no unauthorised person gains access to any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant or any data obtained in performance of this Call-Off Agreement, the Supplier undertakes to clause 9.6 is made aware maintain adequate security arrangements that meet the requirements of DFID’s obligations Good Industry Practice. The Supplier will immediately notify the Customer of confidentiality. 9.8 Nothing any breach of security in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during relation to Customer Confidential Information obtained in the performance of this Call-Off Agreement and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Customer Confidential Information however it may be recorded. This obligation is in addition to the Contract Supplier's obligations under Clauses CO-1.17 to Clause CO-1.20. The Supplier will co-operate with the Customer in any investigation that the course Customer considers necessary to undertake as a result of its normal business any breach of security in relation to Customer Confidential Information. Subject always to Clause CO-2.33 the Supplier shall, at all times during and after the Call-Off Agreement Period, indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against the Customer arising from any breach of the Supplier's obligations under the DPA this Clause CO-4 (Confidentiality) except and to the extent that this use does not result in a disclosure of such liabilities have resulted directly from the other partyCustomer's Confidential Information or an infringement of IPRinstructions.

Confidentiality. 9.1 16.1 Except as this Agreement otherwise provides, Confidential Information is owned by the disclosing Partner and the receiving Partner has no right to use it. 16.2 Subject to Clause 16.3, the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shallreceiving Partner agrees: 9.1.1 treat 16.2.1 to use the other party's disclosing Partner’s Confidential Information as confidential and safeguard it accordingly; andonly in connection with the receiving Partner’s performance under this Agreement; 9.1.2 16.2.2 not to disclose the other party's disclosing Partner’s Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply third party or to use it to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession detriment of the party making disclosing Partner; and 16.2.3 to maintain the disclosure without obligation confidentiality of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's disclosing Partner’s Confidential Information. 9.3 16.3 The Supplier receiving Partner may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the SupplierPartner’s Confidential Information: 9.6.1 16.3.1 in connection with any Dispute Resolution Procedure; 16.3.2 to comply with the Law; 16.3.3 to any Crown Body appropriate Regulatory or Supervisory Body; 16.3.4 to its staff, who in respect of that Confidential Information will be under a duty no less onerous than the Receiving Partner’s duty under Clause 16.2; 16.3.5 to NHS Bodies for the purposes of carrying out their functions; 16.3.6 as permitted under any other Contracting Authority. All Crown Bodies express arrangement or Contracting Authorities receiving such other provision of this Agreement. 16.4 The obligations in Clause 16 will not apply to any Confidential Information shall be entitled to further disclose which: 16.4.1 is in or comes into the Confidential Information to public domain other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part than by breach of any Crown Body or any Contracting Authoritythis Agreement; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for 16.4.2 the purpose of receiving Partner can show by its records was in its possession before it received it from the examination and certification of DFID’s accountsdisclosing Party; or 9.6.4 16.4.3 the receiving Partner can prove it obtained or was able to obtain from a source other than the disclosing Partner without breaching any obligation of confidence. 16.5 This Clause 16 does not prevent NHS England making use of or disclosing any Confidential Information disclosed by an ICB where necessary for the purposes of exercising its functions in relation to that ICB. 16.6 This Clause 16 will survive the termination of this Agreement for any examination pursuant to Section 6(1) reason for a period of 5 years. 16.7 This Clause 16 will not limit the application of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resourcesPublic Interest Disclosure Act 1998 in any way whatsoever. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except During the term of this Agreement, and for a period of five (5) years following the expiration or earlier termination hereof, each party shall maintain in confidence all information of the other party that is disclosed by the other party and identified as, or acknowledged to be, confidential at the time of disclosure (the “Confidential Information”), and shall not use, disclose or grant the use of the Confidential Information except (i) with respect to OXIS, as expressly permitted below; and (ii) with respect to MCIT except on a need-to-know basis to those directors, officers, affiliates, employees, permitted licensees, permitted assignees and agents, consultants, clinical investigators or contractors, to the extent set out in this clause or where such disclosure is expressly permitted elsewhere reasonably necessary in connection MCIT’s performing its obligations or exercising its rights under this ContractAgreement. To the extent that disclosure is authorized by this Agreement, prior to disclosure, each party shall: 9.1.1 treat hereto shall obtain agreement of any such Person to hold in confidence and not make use of the Confidential Information for any purpose other than those permitted by this Agreement. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other party's ’s Confidential Information. 9.1.1 Notwithstanding anything else to the contrary herein, any disclosure by OXIS of Confidential Information to any employee, officer or director of OXIS is prohibited unless (i) said individual needs to know the information in order for OXIS to perform its obligations or exercise its rights under this Agreement; and (ii) said individual is bound by written obligations of confidentiality, non-use and intellectual property ownership to OXIS, no less restrictive as confidential the corresponding obligations binding OXIS hereunder and safeguard it accordinglyunder the RA; and 9.1.2 not disclose Notwithstanding anything else to the other party's contrary herein, any disclosure by OXIS of Confidential Information to any other person without Third Party including but not limited to consultants, agents, independent contractors, investors, or business partners is prohibited, except that OXIS is permitted to disclose portions of Confidential Information to employees of ***[REDACTED]*** who have a need to know the owner's prior information in order for OXIS to be able to exercise the rights licensed to OXIS under Section 3.1(i) but only provided the minimum information is disclosed as required for such purpose; and (ii) each such recipient is, in each case, bound to OXIS by written consentobligations of confidentiality, non-use and intellectual property ownership, no less restrictive as the corresponding obligations binding OXIS hereunder and under the RA. 9.2 Clause The confidentiality obligations contained in Section 9.1 above shall not apply to the extent that: 9.2.1 that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure is a requirement of Law placed upon or to request confidential treatment thereof; or (b) the party making Recipient can demonstrate that (i) the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such disclosed information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain knowledge at the time of such disclosure otherwise to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a breach source unrelated to any party to this Agreement and not under a duty of this Contract; or 9.2.5 it is independently developed without access confidentiality to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to ; or (iv) the Supplier’s Personnel who are directly involved in disclosed information was independently developed by the provision Recipient without use of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to disclosed by the other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware breach of DFID’s obligations of confidentialitythis Agreement. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 15.1 Except to the extent set out in this clause 15 or where disclosure is expressly permitted elsewhere in this ContractFunding Agreement, each party shall:shall:- 9.1.1 (a) treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 (b) not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 15.2 Clause 9.1 15.1 shall not apply to the extent that: 9.2.1 (a) such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIAFreedom of Information Xxx 0000, ‘Code of Practice on Access to Government Information’ or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)Regulations; 9.2.2 (b) such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 9.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFunding Agreement; or 9.2.5 (e) it is independently developed without access to the other party's Confidential Information. 9.3 15.3 The Supplier Grant Recipient may only disclose DFIDthe Secretary of State’s Confidential Information to the Supplier’s Grant Recipient Personnel who are directly involved in the provision of the Services Project and who need to know the information, and shall ensure that such Supplier’s Grant Recipient Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 15.4 The Supplier Grant Recipient shall not, and shall procure that the Supplier’s Grant Recipient Personnel do not, use any of DFIDthe Secretary of State’s Confidential Information received otherwise than for the purposes of this ContractFunding Agreement. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 15.5 Nothing in this Contract Funding Agreement shall prevent DFID the Secretary of State from disclosing the Supplier’s Grant Recipient's Confidential Information: 9.6.1 (a) to any Crown Body body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 (b) to any consultant, contractor or other person conducting an Office engaged by the Secretary of Government Commerce gateway reviewState; 9.6.3 (c) (where such Confidential Information is contained in the Application, any Grant Claim or progress report submitted in respect of the Project), to any member of a Local Enterprise Partnership European Structural and Investment Funds Sub-Committee for the purpose of monitoring and evaluating the Project, subject to clause 15.7. (d) to a person receiving technical assistance in accordance with Regulation 1303 for the purpose of monitoring and evaluating the Project. (e) to enable the Secretary of State to meet its reporting obligations and other obligations under State Aid Law and the Structural and Investment Funds Regulations for the purpose of clause 13.1(b) of this Funding Agreement; (f) for the purpose of any audit pursuant to clause 14 of this Funding Agreement; (g) for the purpose of the examination and certification of DFIDthe Secretary of State’s accounts; or 9.6.4 (h) for any examination pursuant to Section 6(1) or Section 7ZA of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID the Secretary of State has used its resources. 9.7 DFID 15.6 The Secretary of State shall use all reasonable endeavours to ensure that any Crown Body, government department, Contracting Authority, external auditor, employee, third party or Sub-contractor to whom the ContractorGrant Recipient's Confidential Information is disclosed pursuant to clause 9.6 15.5 is made aware of DFIDthe Secretary of State’s obligations of confidentiality. 9.8 Nothing 15.7 The Secretary of State may agree not to disclose specified Confidential Information contained in this clause 9 shall prevent either party from the Application, any Grant Claim or progress report to a member of the Local Enterprise Partnership European and Structural Investment Sub-Committee where the Grant Recipient has requested in writing that such information be withheld, including where it is considered to be commercially sensitive. 15.8 Notwithstanding the foregoing the Grant Recipient hereby consents to the Secretary of State using and disclosing (including to the press) any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business Project Activities and/or Funding Agreement. The Grant Recipient warrants to the extent Secretary of State that this use does not result in a disclosure neither the Intellectual Property Rights nor any publication by the Secretary of State of the project related know-how will infringe, in whole or in part, any Intellectual Property Right of any other party's Confidential Information or an infringement of IPR.person

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall10.1 The Confidential Information shall not: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure 10.1.1 be used by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the Contractor other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this ContractAgreement; or 10.1.2 be disclosed by the Contractor, other than to those Contract Workers who need to have access to that information for the purposes of the Agreement and who are bound by written obligations of confidentiality no less onerous than those set out in this Clause 10. without the prior written consent of the Purchaser. 9.5 At 10.2 Clause 10.1 shall not apply to any Confidential Information which: 10.2.1 was generally available to the written public at the time of the Purchaser’s disclosure to the Contractor; 10.2.2 becomes generally available to the public other than as a result of a breach by the Contractor of Clause 10.1; 10.2.3 was known to the Contractor prior to its disclosure to the Contractor by the Purchaser; 10.2.4 comes into the Contractor's possession from a third party not under any duty of confidence to the Purchaser in respect of that information; 10.2.5 the Contractor is obliged by law to disclose provided that, in the case of a request of DFIDfor disclosure under the Information Legislation, the Supplier shall procure Contractor will not disclose any Confidential Information without first using reasonable endeavours to consult the Purchaser on the disclosure; or 10.2.6 the Contractor requires to provide to its insurers or professional advisers to allow the Contractor to properly conduct its business. 10.3 The Contractor will take all technical and organisational measures and other precautions necessary to ensure that those members the Confidential Information is not used or disclosed other than as permitted by Clauses 10.1 and 10.2. 10.4 Upon the expiry or termination of the Supplier’s Personnel identified Period, the Contractor will promptly, and in DFID’s notice signs a confidentiality undertaking prior any event within 14 days of such expiry or termination, return to commencing the Purchaser or destroy (at the absolute discretion of the Purchaser) any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information in its possession, and provide the Purchaser with a certificate, signed by a duly authorised officer, certifying that the Contractor has complied with its obligations under this Clause 10.4. The obligation to destroy any Confidential Information pursuant to this Clause 10.4 includes an obligation to permanently delete Confidential Information from any information technology systems owned and/or used by the Contractor, any copies of that Confidential Information held in electronic form. Notwithstanding the foregoing provisions of this Clause 10.3, the Contractor shall be entitled to further disclose the retain Confidential Information to other Crown Bodies the extent it is required to do so for regulatory reasons or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness compliance with which DFID has used its resourcesLaw. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 10.5 Nothing in this clause 9 shall Clause 10 will prevent either party the Contractor from using in the normal course of its business any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business Agreement to the extent that this such use does not result in a any unauthorised disclosure of the other party's any Confidential Information or an infringement of IPRthe Purchaser’s (or anyone else's) Intellectual Property Rights. 10.6 The Contractor must immediately notify the Purchaser of any breach of security concerning the Confidential Information. 10.7 The Contractor acknowledges that the Purchaser may publish and make available a copy of the Agreement when required to do so by applicable law or in accordance with its own internal procedures. 10.8 Notwithstanding expiry of termination of the Agreement, the obligations contained in this Clause 10 shall continue in full force in perpetuity following the Period.

Confidentiality. 9.1 Except 1. The Counterparty shall observe strict confidentiality regarding confidential information dis- closed to the extent set out Counterparty, meaning all data and information which the Counterparty obtains in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose context of the other party's Confidential Information to any other person without contractual relationship with the owner's prior written consentSupplier. 9.2 Clause 9.1 2. The Counterparty shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such only use confidential information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for contract con- cluded with the Supplier. This information may not be provided to third parties in any examination pursuant to Section 6(1) way without the express prior written consent of the National Audit Xxx 0000 Supplier. The Counterparty shall also protect such information against access by third parties. The Counterparty must apply the same degree of care as in the handling of its own confidential information. 3. The Counterparty shall impose the corresponding duty of confidentiality to its employees with respect to such information. 4. The Counterparty shall inform the Supplier in writing of an imminent breach of confidentiality or a violation of the economy, efficiency and effectiveness with which DFID has used its resourcesconfidentiality obligation or an already found breach of when the Counter- party is suspected of this. 9.7 DFID 5. The confidentiality obligation relating to confidential information shall use all reasonable endeavours not apply if the Coun- terparty proofs that (a) the confidential information was already known to ensure the Counterparty be- fore the Supplier communicated it as such, (b) the Counterparty has received the confidential information from third parties without an imposed confidentiality obligation and without it be- ing clear to the Counterparty that these parties violated the confidentiality obligation, (c) the confidential information is public knowledge or has become public knowledge without any government departmentvi- olation of the confidentiality obligation as described in this article, Contracting Authority, employee, third party or Sub(d) this confidential in- formation has been developed by the Counterparty without such co-contractor to whom regulation by the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentialitySupplier. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques6. The Supplier reserves all rights to confidential information (including copyrights, ideas the right claim the rights to industrial property and parents, usage models, mask work rights, design pa- tents and trademarks) and the property right to products made available and contain confiden- tial information (paper, discs, etc.). Property rights, licensing rights, reproduction rights, usage rights or know-how gained during the performance other rights to confidential information of the Contract in Supplier shall never be granted, regard- less of whether such intellectual property rights already exist at that time. 7. On request of the course of its normal business Supplier, the Counterparty must immediately return all provided confidential information to the extent that this use does not result in Supplier, with the sole exception of copies to be filed to meet legal obliga- tions. All confidential information stored on computers must be deleted on request. This clause shall persist for a disclosure period of three years after the end of the other party's Confidential Information or an infringement of IPRcontract.

Confidentiality. 9.1 Except 4.1 Immunocore shall use its reasonable endeavours to procure that the extent Immunocore CSO shall not: 4.1.1 (except in the proper course of the provision of the Consultancy Services, as required by law or as authorised by Adaptimmune) during the Consultancy Period or after its termination (howsoever arising) use or communicate to any person, company or other organisation whatsoever (and shall use his best endeavours to prevent the use or communication of) any Confidential Information of Adaptimmune that he creates, develops, receives or obtains during the Consultancy Period including the Works. This restriction does not apply to any information that is or comes in the public domain other than through the CSO’s unauthorised disclosure; or 4.1.2 make (other than for the benefit of Adaptimmune) any record (whether on paper, computer memory, disc or otherwise) containing Confidential Information of Adaptimmune or use such records (or allow them to be used) other than for the benefit of Adaptimmune. Any part of such records (and any copies of such parts) containing Adaptimmune Confidential Information shall be the property of Adaptimmune and shall be handed over to Adaptimmune’s Chief Operating Officer by the CSO on the termination of the Engagement or at the request of Adaptimmune at any time during the Consultancy Period. 4.2 Nothing in this Agreement shall prevent the CSO from disclosing information which he is entitled to disclose under the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000, provided that the disclosure is made in accordance with the provisions of that Act and Adaptimmune is notified of such disclosure requirement and the disclosure made as soon as practically possible. 4.3 Immunocore shall: 4.3.1 keep any Confidential Information of Adaptimmune secret; 4.3.2 not use or directly or indirectly disclose any such Confidential Information (or allow it to be used or disclosed), in whole or in part, to any person without the prior written consent of Adaptimmune; 4.3.3 ensure that no person gets access to such Confidential Information from it, its officers, employees or agents unless authorised to do so by Adaptimmune; and 4.3.4 inform Adaptimmune immediately on becoming aware, or suspecting, that an unauthorised person has become aware of such Confidential Information. For clarity, Confidential Information of Adaptimmune shall include any results, data, analysis, targets and work product arising from any Partner Target Validation requested by Adaptimmune, any Results owned by Adaptimmune and any Intellectual Property Rights arising or reduced to practice in the performance of any Project or Partner Target Identification and in each case solely owned by Adaptimmune. 4.4 Adaptimmune shall: 4.4.1 keep any Confidential Information of Immunocore secret; 4.4.2 not use or directly or indirectly disclose any such Confidential Information (or allow it to be used or disclosed), in whole or in part, to any person without the prior written consent of Immunocore; 4.4.3 ensure that no person gets access to such Confidential Information from it, its officers, employees or agents unless authorised to do so by Immunocore; and 4.4.4 inform Immunocore immediately on becoming aware, or suspecting, that an unauthorised person has become aware of such Confidential Information. For clarity, Confidential Information of Immunocore shall include any results, data, analysis, targets and work product arising from any Partner Target Validation requested by Immunocore, any Results owned by Immunocore and any Intellectual Property Rights arising or reduced to practice in the performance of any Project or Partner Target Identification and in each case solely owned by Immunocore. 4.5 The duty of non-disclosure set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential clauses 4.3 and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 4.4 shall not apply to any Confidential Information which (a) is or becomes publicly known without the extent that: 9.2.1 such disclosure faulty of any party; or (b) is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without in circumstances where the party receiving from such third party has no reason to believe that there has been a breach of an obligation of confidentiality; 9.2.4 such information was already ; or (c) is approved for release in the public domain at the time writing by an authorised representative of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier 4.6 Adaptimmune and Immunocore may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information of the other party where required to other Crown Bodies do so in order to comply with any court order or regulatory requirement or other Contracting Authorities on statutory obligation. Any disclosure shall be subject, where possible, to prior notification to the basis that other party and co-operation with the information is confidential and is not other party to obtain any protective order, obligation of confidence or other protective measure as might be reasonably obtained by the party owning the Confidential Information required to be disclosed and in relation to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's such Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in Information. Any disclosure under this clause 9 4.6 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business only be made to the extent that this use does not result in a disclosure of required by the other party's Confidential Information relevant regulatory requirement, statutory obligation or an infringement of IPRcourt order.

Confidentiality. 9.1 23.1 Except to the extent set out in this clause 23 or where disclosure is expressly permitted elsewhere in this ContractAgreement, each party shall: 9.1.1 23.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 23.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 23.2 Clause 9.1 23.1 shall not apply to the extent that: 9.2.1 23.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 212 (Freedom of Information); 9.2.2 23.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 23.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 23.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractAgreement; or 9.2.5 23.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 23.3 The Supplier Consultant may only disclose DFID’s TfGM's Confidential Information to the Supplier’s Consultant Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Consultant Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 23.4 The Supplier Consultant shall not, and shall procure that the Supplier’s Consultant Personnel do not, use any of DFID’s TfGM's Confidential Information received otherwise than for the purposes of this ContractAgreement. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further 23.5 The Consultant may only disclose the TfGM's Confidential Information to other Crown Bodies the Consultant Personnel and who need to know the information, and shall ensure that such Consultant Personnel are aware of, acknowledge the importance of, and comply with these obligations as to confidentiality. In the event that any default, act or other Contracting Authorities on omission of any Consultant Personnel causes or contributes (or could cause or contribute) to the basis Consultant breaching its obligations as to confidentiality under or in connection with this Agreement, the Consultant shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Consultant Personnel, the Consultant shall provide such evidence to TfGM as they may reasonably require (though not so as to risk compromising or prejudicing the case) to demonstrate that the information Consultant is confidential and is not taking appropriate steps to be disclosed to a third party which is not part comply with this clause, including copies of any Crown Body written communications to and/or from Consultant Personnel, and any minutes of meetings and any other records which provide an audit trail of any discussions or any Contracting Authority; 9.6.2 exchanges with Consultant Personnel in connection with obligations as to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 23.6 Nothing in this clause 9 23 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 13.2 Clause 9.1 13 shall not apply to the extent that: 9.2.1 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 12 (Freedom of Information); 9.2.2 13.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 13.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 13.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 13.3 The Supplier Contractor may only disclose DFID’s the Department's Confidential Information to the Supplier’s Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 13.4 The Supplier Contractor shall not, and shall procure that the Supplier’s Contractor Personnel do not, use any of DFID’s the Department's Confidential Information received otherwise than for the purposes of this Contract. 9.5 13.5 At the written request of DFIDthe Department, the Supplier Contractor shall procure that those members of the Supplier’s Contractor Personnel identified in DFID’s the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 13.6 Nothing in this Contract shall prevent DFID the Department from disclosing the Supplier’s Contractor's Confidential Information: 9.6.1 13.6.1 to any Crown Body or any other Contracting AuthorityDepartment. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting AuthorityDepartment; 9.6.2 13.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 9.6.3 13.6.3 for the purpose of the examination and certification of DFID’s the Department's accounts; or 9.6.4 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Department has used its resources. 9.7 DFID 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting AuthorityDepartment, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 13 is made aware of DFID’s the Department's obligations of confidentiality. 9.8 13.8 Nothing in this clause 9 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR. 13.9 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 Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from 13.10 Subject to Clause 13.9, the Contractor hereby gives his consent for the Department to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. 13.11 The Department may consult with the Contractor to inform its decision regarding any redactions but the Department shall have the final decision in its absolute discretion. 13.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 9.1 5.1. Except to the extent set out in this clause Clause or where disclosure or publication is expressly permitted elsewhere in this ContractAgreement, each party shall: 9.1.1 the Grant Recipient shall treat the other party's all Confidential Information belonging to the Authority as confidential and safeguard it accordingly; and 9.1.2 shall not disclose the other party's any Confidential Information belonging to the Authority to any other person without the owner's prior written consentconsent of the Authority, except to such persons and to such extent as may be necessary for the performance of the Grant Recipient’s obligations under the Agreement. 9.2 5.2. The Grant Recipient hereby gives its consent for the Authority to publish this Agreement in its entirety (but with any information which is Confidential Information belonging to the Authority redacted), including from time to time agreed changes to the Agreement, to the general public. 5.3. The Grant Recipient may only disclose the Authority's Confidential Information to its personnel who are directly involved in the provision of the Funded Activities and who need to know the information, and shall ensure that such personnel are aware of and shall comply with the Grant Recipient’s obligations as to confidentiality. 5.4. The Grant Recipient shall not, and shall procure that its staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes of this Agreement. 5.5. At the written request of the Authority, the Grant Recipient shall procure that those members of the Grant Recipient’s personnel identified by the Authority sign a confidentiality undertaking prior to commencing any work in accordance with this Agreement. 5.6. Clause 9.1 5.1 shall not apply to the extent that: 9.2.1 5.6.1. such disclosure is a requirement of Law law placed upon the party making the disclosure, including any requirements for disclosure under the FOIADPA, FOIA or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information)EIR; 9.2.2 5.6.2. such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 5.6.3. such information was obtained from a third party without obligation of confidentiality; 9.2.4 5.6.4. such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractAgreement; or 9.2.5 it 5.6.5. such information is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 10.1 Except as otherwise expressly permitted by this Agreement, a Recipient shall not use, reproduce or disclose the Confidential Information of the Discloser for any purpose other than as reasonably necessary to comply with its obligations under this Agreement or to exercise any rights or licenses granted to it under or pursuant to this Agreement. 10.2 The Recipient shall protect the Confidential Information of the Discloser from disclosure by using the same degree of care, which shall be no less than a reasonable degree of care, as the Recipient uses to protect its own confidential information. 10.3 On written request from the Discloser, the Recipient shall return, or certify the destruction of, all originals and copies of the Discloser’s Confidential Information in the Recipient’s possession or control which the Recipient does not need to retain in order to perform any obligations imposed, or exercise any rights acquired, by this Agreement. 10.4 A Recipient may, on a need to know basis, and only for the purposes described in clause 10.1, give the other party’s Confidential Information to the extent Recipient’s employees, authorized subcontractors or representatives provided that such employee, subcontractor or representative shall have entered into a non-disclosure agreement in respect of such Confidential Information in favour of the Discloser on terms materially similar to the provisions of this clause 10. 10.5 The obligations set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall 10 will not apply to the extent any Confidential Information that: 9.2.1 (a) is or becomes publicly available other than through the fault of the Recipient; (b) was known to the Recipient prior to disclosure as shown by documentation sufficient to establish such knowledge; (c) was or is lawfully disclosed to the Recipient by a third party who did not breach any obligation of confidence by such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making who made the disclosure without obligation restriction on further disclosure all of confidentiality prior which is shown by documentation sufficient to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contractestablish same; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 9.01 LICENSEE agrees that all patent prosecution information and all other information contained in documents marked “confidential” received from UNIVERSITY shall (i) be received in strict confidence, (ii) be used only for the purposes of this Agreement, and (iii) not be disclosed by LICENSEE, its employees, agents, successors or assigns, without the prior written consent of UNIVERSITY, except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shallthat the LICENSEE can establish competent written proof that such information: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information a. was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than disclosure; b. later became part of the public domain through no act or omission of LICENSEE, its employees, agents, successors or assigns; c. was lawfully disclosed to LICENSEE by a breach third party having the right to disclose it; d. was already known by LICENSEE at the time of this Contractdisclosure; e. was independently developed by LICENSEE; or 9.2.5 it f. is independently developed without access required by law or regulation to the other party's Confidential Informationbe disclosed. 9.3 The Supplier may only disclose DFID9.02 LICENSEE’s Confidential Information obligation of confidence hereunder shall be fulfilled by using at least the same degree of care with UNIVERSITY’s confidential information as LICENSEE uses to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the protect its own confidential information, but not less than reasonable care. This obligation shall exist during the term of this Agreement and shall ensure that such Supplier’s Personnel are aware for a period of and shall comply with these obligations as to confidentialityfive (5) years thereafter. 9.4 The Supplier 9.03 UNIVERSITY agrees that all reports received from LICENSEE pursuant to this Agreement and all other information contained in documents marked “confidential” received from LICENSEE shall not(i) be received in strict confidence, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than (ii) be used only for the purposes of this Contract. 9.5 At the written request of DFIDAgreement, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is (iii) not to be disclosed to a third party which is not part by UNIVERSITY, its employees, agents, successors or assigns, without the prior written consent of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economyLICENSEE, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business except to the extent that this use does not result the UNIVERSITY can establish competent written proof that such information: a. was in a disclosure the public domain at the time of disclosure; b. later became part of the other party's Confidential Information public domain through no act or an infringement omission of IPRUNIVERSITY, its employees, agents, successors or assigns; c. was lawfully disclosed to UNIVERSITY by a third party having the right to disclose it; d. was already known by UNIVERSITY at the time of disclosure; e. was independently developed by UNIVERSITY; or f. is required by law or regulation to be disclosed. 9.04 UNIVERSITY’s obligation of confidence hereunder shall be fulfilled by using at least the same degree of care with LICENSEE’s confidential information as UNIVERSITY uses to protect its own confidential information, but not less than reasonable care. This obligation shall exist during the term of this Agreement and for a period of five (5) years thereafter.

Confidentiality. 9.1 Except 11.1. The Parties acknowledge that each Party will have access to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat Confidential Information of the other party's Party and UB and ICREA. The Recipient shall not disseminate Confidential Information as confidential of the Provider and safeguard it accordingly; and 9.1.2 not disclose shall keep such information under strict confidentiality and secrecy. Notwithstanding the other party's foregoing, the Recipient may share the Provider’s Confidential Information with those of its officers, directors, employees, consultants and other representatives that have a need to any other person without know such information for the owner's prior written consentpurposes expressly authorized by this Agreement, have been advised by the Recipient of the Recipient’s confidentiality obligations under this Agreement, and are contractually or legally bound by obligations of non-disclosure and non-use at least as stringent as those contained herein. 9.2 Clause 9.1 11.2. The aforementioned restrictions on the dissemination and use by the Recipient of the Provider’s Confidential Information shall not apply to information of public knowledge, or that becomes of public knowledge without the extent that: 9.2.1 such disclosure is a requirement violation of Law placed upon the party making the disclosurethis Agreement, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information or was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure already known by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain Recipient at the time of disclosure otherwise than receiving such information from the Provider, as evidenced by its pre-existing written records, disclosed to Recipient by a breach of this Contract; or 9.2.5 it is third party, or independently developed without access to the other party's Confidential Information. 9.3 by Recipient. The Supplier Recipient may only disclose DFID’s Confidential Information if such disclosure is required pursuant to an order of judicial or administrative nature, but shall duly inform the Supplier’s Personnel who are directly involved Provider before the dissemination and reasonably give Provider any assistance required in the provision of the Services and who need to know the informationseeking an appropriate protective order or other remedy, and shall ensure that such Supplier’s Personnel are aware will otherwise continue to perform its obligations of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall notconfidentiality set out herein. In addition, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Recipient may disclose Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential if and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that such disclosure is reasonably necessary in the following instances: Minoryx Therapeutics, X.X.-XX Xxxx Therapeutics, S.A. – License Agreement 14 / 18 11.2.1. Filing or prosecuting patent rights as permitted by this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.Agreement;

Confidentiality. 9.1 Except 4.1 In performing Services, Vendor will have access to the extent set out in this clause or where disclosure information that is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordinglyproprietary to CCSI (“Information”). Information may include, without limitation: (a) names, addresses, and demographic, behavioral, and credit information relating to Citibank cardmembers or potential Citibank cardmembers; and 9.1.2 and (b) marketing strategies, targeting methods, and other CCSI business objectives. Vendor shall use Information only for the purpose of providing Services and shall not accumulate in any way or make use of Information for any other purpose. Vendor shall ensure that only its employees, authorized agents, or subcontractors who need to know Information to perform Services will receive Information and that such persons agree to be bound by the provisions of this Article 4. Without CCSI’s prior written consent, Vendor may not disclose the other party's Confidential Information to any other person without unauthorized party. Vendor shall treat Information with at least the owner's prior written consentsame degree of care that it treats its own confidential information and shall exercise reasonable precautions to prevent disclosure of Information to unauthorized parties. Vendor shall notify CCSI immediately of any loss or unauthorized-disclosure or use of Information that comes to Vendor’s attention. 9.2 Clause 9.1 4.2 The obligations with respect to Information shall not apply to the extent Information that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 : (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained a) Vendor already knew; (b) Vendor received from a third party without obligation that had the right to make such disclosure: (c) CCSI specifically authorizes Vendor to disclose; (d) Vendor developed independently; (e) becomes part of confidentiality; 9.2.4 such information was already in the public domain at the time through no fault of disclosure otherwise than Vendor; or (f) Vendor was ordered to disclose by a breach court or agency with appropriate jurisdiction. 4.3 Vendor agrees that any unauthorized use or disclosure of Information may cause immediate and irreparable harm to CCSI for which money damages will not constitute an adequate remedy. In that event, Vendor agrees CCSI is entitled to seek injunctive relief. 4.4 Upon CCSI’s demand, or upon the termination of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the informationAgreement, and shall ensure that such Supplier’s Personnel are aware of and Vendor shall comply with these obligations as to confidentialityCCSI’s instructions regarding the disposition of Information in Vendor’s possession or control. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 5.1. The RECIPIENT undertakes to keep confidential all the CONFIDENTIAL INFORMATION which is transmitted orally, in writing, or in any and all other manner, pursuant to this Agreement, and relating to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall:BIOLOGICAL MATERIAL. 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 5.2. This CONFIDENTIAL INFORMATION may not disclose the other party's Confidential Information be disclosed to any other person third parties without the owner's PROVIDER’s prior and written consentauthorization. 9.2 Clause 9.1 5.3. RECIPIENT’s non-disclosure obligations hereunder shall not apply to CONFIDENTIAL INFORMATION: - Which were in the extent that: 9.2.1 public domain prior to being transferred to the RECIPIENT, or following such disclosure is transfer, without negligence by the RECIPIENT; - for which it can be proven that they were legally received from a requirement third party without any and all restriction, and that there was no breach of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was this Agreement; - Which were already in the possession of the party making the disclosure without obligation of confidentiality RECIPIENT prior to its disclosure the execution of the Agreement, in which case the latter shall provide proof of this fact; - Which were used or disclosed with the written authorization of the PROVIDER; - for which it can be proven that they were developed by the information owner; 9.2.3 such information was obtained from a third party without obligation RECIPIENT, independently, and in good faith, by its members of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without staff who did not have access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services said CONFIDENTIAL INFORMATION and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information BIOLOGICAL MATERIAL - which is confidential and is not required to be disclosed by law, regulation, order or other requirement of a court, administrative agency, or other governmental body provided that RECIPIENT gives advance notice to PROVIDER allowing PROVIDER to seek a third party which is not part protective order or otherwise contest or limit such disclosure. 5.4. The PROVIDER agrees to keep and to procure that its employees keep in strictest confidence any of any Crown Body the RECIPIENT’s information relating to the RESEARCH carried out in the frame of this Agreement or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for results conceived through the purpose use of the examination BIOLOGICAL MATERIAL and certification of DFID’s accounts; or 9.6.4 for any examination pursuant shall not disclose it orally or in writing. Exceptional conditions as provided in clause 5.3 above shall be applied, mutatis mutandis, to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFIDPROVIDER’s obligations of confidentiality. 9.8 Nothing in under this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR5.4.

Confidentiality. 9.1 Except 8.1 The Dealer will keep confidential, and not use for any purpose except exercising their rights and performing its obligations under this Agreement, the Technical Documentation and information relating to the extent set out in this clause Software, any information about RTSWs business, its financial affairs, its methodologies, strategies, plans, technology or where disclosure is expressly permitted elsewhere in this Contractits customers of licensees. The Dealer will notify RTSW immediately if the Dealer becomes aware of any unauthorised use of any of that information or of the Software by anyone. 8.2 The Dealer will not, each party shallwithout first obtaining RTSWs written consent, disclose any of the materials, documents or information protected by Clause 8.1 to anyone except: 9.1.1 treat 8.2.1 The Dealers employees and then only to those who need to know or to have access to them in order to comply with the other party's Confidential Information as confidential Dealers obligations under this agreement 8.2.2 The Dealer auditors, any authorised Office of HMRC and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without having a right, duty or obligation to know the owner's prior written consentDealers business, but then only in pursuance of that right, duty or obligation. 9.2 8.3 The Dealer will ensure that any person to whom Clause 9.1 shall 8.2.2 refers are made aware, before disclosure to them of any materials, documents or information protected by Clause 8.1, that it is confidential and that they a duty of confidence to RTSW. The Dealer will then indemnify RTSW against all loss and damage which RTSW may sustain or incur as a result of the Dealer or its employees and anyone else who has access to any of the materials, documents or information protected by Clause 8.1 through the Dealer failing to comply with the provisions of this Clause 8. 8.4 The Dealer will immediately notify RTSW if the Dealer becomes aware of any breach of confidence by anyone to whom the Dealer discloses any of the materials, documents or information protected by Clause 8.1, and the Dealer will give RTSW all assistance reasonably required by RTSW in connection with any action or proceedings which RTSW may institute against that person for breach of confidence. 8.5 The Dealer will effect and maintain adequate security measures to safeguard the materials, documents and information protected by Clause 8.1 from access or use by any unauthorised person and will retain them and all copies of them under the Dealers control. The Dealer is to keep a full and accurate record of the Dealers copying of them, and will produce that record to RTSW from time to time on demand. 8.6 The provisions of Clause 8.1 do not apply to the extent that: 9.2.1 such disclosure any information which is a requirement of Law placed upon the party making the disclosurein, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in or comes into the public domain at the time domain, unless as a result of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential InformationClause 8. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except 22.1 For the purposes of this Section 22, “Confidential Information” means the following information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) in connection with this Agreement: 22.1.1 All information disclosed by either Party to the other pursuant to Attachments I-X of this Agreement arising from the performance of this Agreement, including, but not limited to, books, records, documents and other information disclosed in an audit performed pursuant to this Agreement; and 22.1.2 Such other information as is identified as Confidential Information in accordance with Section 22.2. 22.2 All information which is to be treated as Confidential Information under Section 22.1.2 shall: 22.2.1 If in written, graphic, electromagnetic, or other tangible form, be marked as “Confidential Information”; and 22.2.2 If oral, (i) be identified by the Discloser at the time of disclosure to be “Confidential Information”, and (ii) be set forth in a written summary which identifies the information as “Confidential Information” and is delivered by the Discloser to the Recipient within ten (10) days after the oral disclosure. 22.2.3 Each Party shall have the right to correct an inadvertent failure to identify such oral information as Confidential Information by giving written notification within thirty (30) days after the information is disclosed. The Recipient shall, from that time forward, treat such information as Confidential Information. 22.3 In addition to any requirements imposed by law, including, but not limited to, 47 U.S.C. § 222, for a period of three (3) years from the receipt of Confidential Information from the Discloser, except as otherwise specified in this Agreement, the Recipient agrees: 22.3.1 To use the Confidential Information only for the purpose of performing under this Agreement, including, to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contractapplicable, each party shall: 9.1.1 treat the other party's Confidential Information as confidential planning and safeguard it accordinglyoperation of the Recipient’s network; and 9.1.2 not 22.3.2 To use the same degree of care that it uses with similar confidential information of its own, to hold the Confidential Information in confidence and to disclose it to no one other than the directors, officers and employees of the Recipient and the Recipient’s Affiliates, having a need to know the Confidential Information for the purpose of performing under this Agreement. 22.4 A Recipient may disclose the other party's Discloser’s Confidential Information to any other person without a third party agent or consultant, provided that prior to such disclosure the owner's prior agent or consultant has executed a written consentagreement of non-disclosure and non-use comparable in scope to the terms of this Section 22. 9.2 Clause 9.1 22.5 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations and exercise its rights under this Agreement. All such copies shall bear the same copyright and proprietary rights notices as are contained on the original. 22.6 The Recipient shall return all Confidential Information defined in Section 22.1.2 in the format in which it was received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, and/or destroy all such Confidential Information, except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement. If the Recipient loses or makes an unauthorized disclosure of the Discloser’s Confidential Information, it shall notify the Discloser immediately and use reasonable efforts to retrieve the lost or improperly disclosed information. 22.7 The requirements of this Section 22 shall not apply to the extent thatConfidential Information: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information 22.7.1 Which was in the possession of the party making the disclosure without obligation Recipient free of confidentiality restriction prior to its disclosure receipt from the Discloser; 22.7.2 After it becomes publicly known or available through no breach of this Agreement by the information ownerRecipient, the Recipient’s Affiliates, or the directors, officers, employees, agents, or contractors, of the Recipient or the Recipient’s Affiliates; 9.2.3 such information was obtained from a third party without obligation 22.7.3 After it is rightfully acquired by the Recipient free of confidentialityrestrictions on its disclosure; 9.2.4 22.7.4 Which is independently developed by personnel of the Recipient; or 22.7.5 To the extent the disclosure is required by law, or made to a court, or governmental agency for the purpose of enforcing its rights under this Agreement; provided the Discloser has been notified of an intended disclosure promptly after the Recipient becomes aware of a required disclosure or decides to make such information was already a voluntary disclosure to enforce its rights, the Recipient undertakes reasonable, lawful measures to avoid disclosing the Confidential Information until the Discloser has had reasonable time to seek a protective order, and the Recipient complies with any protective order that covers the Confidential Information to be disclosed. 22.8 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration, cancellation or termination of this Agreement shall survive such expiration, cancellation or termination. 22.9 Confidential Information shall remain the property of the Discloser, and the Discloser shall retain all of the Discloser’s right, title and interest in any Confidential Information disclosed by the public domain at Discloser to the time Recipient. Except as otherwise expressly provided elsewhere in this Agreement, no license is granted by this Agreement with respect to any Confidential Information (including, but not limited to, under any patent, trademark, or copyright), nor is any such license to be implied, solely by virtue of the disclosure otherwise than of any Confidential Information. 22.10 Each Party agrees that the Discloser would be irreparably injured by a breach of this Contract; or 9.2.5 it is independently developed without access to Section 22 by the other party's Confidential Information. 9.3 The Supplier may only disclose DFIDRecipient, the Recipient’s Confidential Information to Affiliates, or the Supplier’s Personnel who are directly involved in the provision directors, officers, employees, agents or contractors of the Services and who need to know Recipient or the informationRecipient’s Affiliates, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information Discloser shall be entitled to further disclose seek equitable relief, including injunctive relief and specific performance, in the Confidential Information to other Crown Bodies or other Contracting Authorities on event of any breach of the basis that the information is confidential and is provisions of this Section 22. Such remedies shall not be deemed to be disclosed the exclusive remedies for a breach of this Section 22, but shall be in addition to any other remedies available at law or in equity. 22.11 The provisions of this Section 22 shall be in addition to and shall not limit, alter, define or contradict any provisions of Applicable Law, including, but not limited to, 47 U.S.C. § 222, and are not intended to constitute a third party which is not part waiver by a Party of any Crown Body or any Contracting Authority; 9.6.2 right with regard to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose protection of the examination and certification confidentiality of DFID’s accounts; or 9.6.4 information (whether or not defined as “Confidential Information” for any examination pursuant to Section 6(1purposes of this Agreement) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used Party or its resourcescustomers provided by Applicable Law. 9.7 DFID 22.12 Without in any way limiting the foregoing provisions of Section 22, each Party shall comply with 47 U.S.C. § 222, any implementing rules, regulations, and orders thereunder, and other federal and state rules and regulations addressing Customer Proprietary Network Information (“CPNI”) and Carrier Information. A Party shall not access (including, but not limited to, through electronic interfaces and gateways provided under this Agreement), use all reasonable endeavours or disclose CPNI or other customer information unless the Party has obtained any customer authorization required by Applicable Law for such access, use and/or disclosure. By accessing, using or disclosing CPNI or other customer information, a Party represents and warrants that the Party has obtained any customer authorization required by Applicable Law for such access, use or disclosure. A Party accessing, using or disclosing CPNI or other customer information shall upon request by the other Party provide proof of any customer authorization for such access, use or disclosure, required by Applicable Law (including, copies of any written authorization). Without limiting the foregoing provisions of this Section 22, where required by 47 U.S.C. § 222, or other provision of Applicable Law, a Party shall obtain a signed letter of authorization from the applicable end user in order to ensure that any government departmentobtain CPNI or other customer information from the other Party. 22.13 Each Party (“Auditing Party”) shall have the right to audit the other Party (“Audited Party”), Contracting Authorityto ascertain whether the Audited Party is complying with the requirements of Applicable Law and this Agreement with regard to the Audited Party’s access to, employeeand use and disclosure of, third party CPNI and other customer information, which is made available by the Auditing Party to the Audited Party under this Agreement. Any audit conducted under this Section 22.13 shall be conducted in accordance with Section 23, “Audits and Inspections”. Any information disclosed by the Audited Party to the Auditing Party or Sub-contractor the Auditing Party’s employees, Agents or contractors, in an audit conducted under this Section 22.13 shall be considered to whom the Contractor's be Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentialityunder this Section 22. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to 22.14 To the extent that this use does not result in a disclosure permitted by Applicable Law, each Party (“Auditing Party”) shall have the right to monitor the access of the other party's Confidential Information Party (“Audited Party”) to CPNI and other customer information which is made available by the Auditing Party to the Audited Party under this Agreement, to ascertain whether the Audited Party is complying with the requirements of Applicable Law and this Agreement with regard to the Audited Party’s access to, and use and disclosure of, such CPNI and other customer information. To the extent permitted by Applicable Law, the foregoing right shall include, but not be limited to, the right to electronically monitor the Audited Party’s access to and use of CPNI and other customer information which is made available by the Auditing Party to the Audited Party under this Agreement through electronic interfaces or an infringement gateways, to ascertain whether the Audited Party is complying with the requirements of IPRApplicable Law and this Agreement with regard to the Audited Party’s access to, and use and disclosure of, such CPNI and other customer information. 22.15 Nothing herein shall be construed as limiting the rights of either Party with respect to its own subscriber information under any Applicable Law, including without limitation Section 222 of the Act.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement and/or any Calldown Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement and/or any Calldown Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Agreement and/or any Calldown Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Agreement and/or any Calldown Contract. 9.6 Nothing in this Agreement and/or any Calldown Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the this Agreement and/or any Calldown Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 19.5.1 Except to the extent set out in this clause 19.5 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 9.1.1 19.5.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 19.5.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 9.2 19.5.2 Clause 9.1 19.5.1 shall not apply to the extent that: 9.2.1 19.5.2.1 such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 19.7 (Freedom of Information); 9.2.2 19.5.2.2 such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 19.5.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 19.5.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 19.5.2.5 it is independently developed without access to the other partyParty's Confidential Information. 9.3 19.5.3 The Supplier may only disclose DFID’s the Customer's Confidential Information to the Supplier’s Personnel Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 9.4 19.5.4 The Supplier shall not, and shall procure that the Supplier’s Personnel Staff do not, use any of DFID’s the Customer's Confidential Information received otherwise than for the purposes of this Contract. 9.5 19.5.5 At the written request of DFIDthe Customer, the Supplier shall procure that those members of the Supplier’s Personnel Staff identified in DFID’s the Customer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 19.5.6 Nothing in this Contract shall prevent DFID the Customer from disclosing the Supplier’s 's Confidential Information: 9.6.1 19.5.6.1 to any Crown Body body or any other Contracting Authority. All Crown Bodies bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 19.5.6.2 to any consultant, contractor or other person engaged by the Customer or any person conducting an Office of Government Commerce gateway review; 9.6.3 19.5.6.3 for the purpose of the examination and certification of DFID’s the Customer's accounts; or 9.6.4 19.5.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID the Customer has used its resources. 9.7 DFID 19.5.7 The Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 19.5.6 is made aware of DFID’s the Customer's obligations of confidentiality. 9.8 19.5.8 Nothing in this clause 9 19.5 shall prevent either party Party from using any techniques, ideas or knowKnow-how How gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other partyParty's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 Act 1983 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 10.1 Except as otherwise expressly permitted by this Agreement, a Recipient shall not use, reproduce or disclose the Confidential Information of the Discloser for any purpose other than as reasonably necessary to comply with its obligations under this Agreement or to exercise any rights or licenses granted to it under or pursuant to this Agreement. 10.2 The Recipient shall protect the Confidential Information of the Discloser from disclosure by using the same degree of care, which shall be no less than a reasonable degree of care, as the Recipient uses to protect its own confidential information. 10.3 On written request from the Discloser, the Recipient shall return, or certify the destruction of, all originals and copies of the Discloser’s Confidential Information in the Recipient’s possession or control which the Recipient does not need to retain in order to perform any obligations imposed, or exercise any rights acquired, by this Agreement. 10.4 A Recipient may, on a need to know basis, and only for the purposes described in clause 10.1, give the other party’s Confidential Information to the extent Recipient’s employees, authorized subcontractors or representatives provided that such employee, subcontractor or representative shall have entered into a non-disclosure agreement in respect of such Confidential Information in favour of the Discloser on terms materially similar to the provisions of this clause 10. 10.5 The obligations set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall 10 will not apply to the extent any Confidential Information that: 9.2.1 (a) is or becomes publicly available other than through the fault of the Recipient; (b) was known to the Recipient prior to disclosure as shown by documentation sufficient to establish such knowledge; (c) was or is lawfully disclosed to the Recipient by a third party who did not breach any obligation of confidence by such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making who made the disclosure without obligation restriction on further disclosure all of confidentiality prior which is shown by documentation sufficient to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contractestablish same; or 9.2.5 it (d) is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not required by law to be disclosed provided, however, that the Recipient shall first give written notice to a third party which is not part of any Crown Body the Discloser before the disclosure so that the Discloser may seek an appropriate protective order. The fact that Confidential Information, or any Contracting Authority; 9.6.2 to any person conducting an Office part thereof, can be linked together by a search of Government Commerce gateway review; 9.6.3 for the purpose publications and other information, followed by a selection of the examination and certification a series of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.such items of

Confidentiality. 9.1 Except to the extent set out in this clause Clause or where disclosure is expressly permitted elsewhere in this ContractCall-Off Agreement, each party Party shall: 9.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 9.1.2 and not disclose any Confidential Information belonging to the other party's Confidential Information Party to any other person without the owner's prior written consent. 9.2 Clause 9.1 consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Call-Off Agreement. The Supplier may only disclose the Customer's Confidential Information to the Supplier Staff who are directly involved in the provision of the G-Cloud Services and who need to know the information, and shall ensure that such Supplier Staff are aware of and shall comply with these obligations as to confidentiality. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Customer's Confidential Information received otherwise than for the purposes of this Call-Off Agreement. The provisions of Clauses CO-4.1 shall not apply to the extent that: 9.2.1 : such disclosure is a requirement of Law placed upon the party Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the FOIA, the Ministry of Justice Code or the Environmental Information Regulations and associated codes of practice pursuant to clause 42 Clause CO-6 (Freedom of Information); 9.2.2 ; such information was in the possession of the party Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 ; such information was obtained from a third party without obligation of confidentiality; 9.2.4 ; such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractCall-Off Agreement; or 9.2.5 or it is independently developed without access to the other partyParty's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 . Nothing in this Contract Call-Off Agreement shall prevent DFID the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause FW-8 (Provision of Management Information) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s Confidential Information: 9.6.1 accounts; for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the Customer has used its resources; to any Crown Body body or any other Other Contracting AuthorityBody. All Crown Bodies bodies or Contracting Authorities Bodies receiving such Supplier's Confidential Information shall be entitled to further disclose the Supplier's Confidential Information to other Crown bodies or Other Contracting Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body body or any Contracting Authority; 9.6.2 Body; or to any consultant, contractor or other person engaged by the Customer (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting an a Cabinet Office of Government Commerce gateway review; 9.6.3 for or ERG Gateway review or any additional assurance programme. In the purpose of event that the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant Supplier fails to Section 6(1) of comply with Clauses CO-4.1 to Clause CO-4.4, the National Audit Xxx 0000 of Customer reserves the economy, efficiency and effectiveness right to terminate this Call-Off Agreement with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours immediate effect by notice in writing. In order to ensure that no unauthorised person gains access to any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant or any data obtained in performance of this Call-Off Agreement, the Supplier undertakes to clause 9.6 is made aware maintain adequate security arrangements that meet the requirements of DFID’s obligations Good Industry Practice. The Supplier will immediately notify the Customer of confidentiality. 9.8 Nothing any breach of security in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during relation to Customer Confidential Information obtained in the performance of this Call-Off Agreement and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Customer Confidential Information however it may be recorded. This obligation is in addition to the Contract Supplier's obligations under Clauses CO-4.1 to Clause CO-4.4. The Supplier will co-operate with the Customer in any investigation that the course Customer considers necessary to undertake as a result of its normal business any breach of security in relation to Customer Confidential Information. Subject always to Clause CO-11.4 the Supplier shall, at all times during and after the Call-Off Agreement Period, indemnify the Customer and keep the Customer fully indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against the Customer arising from any breach of the Supplier's obligations under the DPA or this Clause CO-4 (Confidentiality) except and to the extent that this use does not result in a disclosure of such liabilities have resulted directly from the other partyCustomer's Confidential Information or an infringement of IPRinstructions.

Confidentiality. 9.1 Except 2.1 For purposes of this agreement, “Confidential Information” means any nonpublic information that: (a) Is disclosed by Company during the Project and is clearly marked “Confidential;” or (b) I obtain from onsite visits to Company’s facilities if Company identifies that information as confidential in writing to me within 30 days of the visit. 2.2 “Confidential Information” does not include material, knowledge, or information which I can establish by competent evidence that such information: (a) Was already known by me at the time of disclosure; (b) Was publicly available at the time of disclosure; (c) Was independently developed by me without use of Confidential Information; (d) Became available to the extent set out in public after disclosure by means other than violation of this clause or where agreement by me; or (e) Was approved for disclosure is expressly permitted elsewhere in this Contract, each party shall:by advance written permission of Company. 9.1.1 treat 2.3 I shall exercise reasonable care to prevent the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's disclosure of Confidential Information to any other person without third party and shall only use Confidential Information for the owner's prior written consenteducational purpose for which it is shared. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession 2.4 I may make use of the party making Confidential Information for the disclosure without obligation limited purposes of confidentiality prior working on the Project. As part of the class requirements I may be required to its disclosure by give presentations about the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access Project to the other party's students in the class. Some presentations may be open to other faculty and students and, in some situations, even the public. All presentations are subject to advance review by Company. Company may designate a specific item of the Confidential Information that cannot be included in any presentation. Company may also request in writing that the presentation be given to a very limited audience. I will not be required to edit the presentation beyond the point of it being understood. 2.5 I understand that I may mention the Project by name during job interviews or on résumés, but I cannot disclose Confidential Information. 9.3 2.6 The Supplier may only disclose DFID’s Confidential Information to obligations of Article 2 of this agreement will be in place from the Supplier’s Personnel who are directly involved in date that I sign this agreement until three years after the provision last day of class of the Services and who need to know Texas A&M semester in which the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentialityProject concludes. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall13.1 The Research Provider will: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, 13.1.1 use any of DFID’s Confidential Information received otherwise than information supplied by HRC solely for the purposes of the Research Activity; and 13.1.2 keep all information supplied by HRC confidential and not disclose the same to any third party, except with the prior written consent of HRC and subject to equivalent obligations of confidence (enforceable by HRC) to those contained in this clause 13. 13.2 The provisions of clause 13.1 will not apply in respect of material or information which is generally available to the public at the date of this Contract, or which becomes generally available to the public after the date of this Contract through no fault of the Research Provider. 9.5 At 13.3 Subject to clauses 13.4 and 13 5 HRC may make publicly available all information regarding the Research Activity disclosed to it pursuant to the terms of this Contract with the exception of information marked "confidential" by the Research Provider. Subject to clause 13.4 HRC will not disclose information marked as confidential unless the Research Provider has agreed in writing or the disclosure is required by law. Where the Research Provider has marked such information “confidential” the Research Provider will supply a written request statement setting out the grounds on which the Research Provider believes such information should remain confidential. 13.4 The Research Provider authorises HRC to disclose and consents to HRC disclosing to the NRIS all information regarding the Research Activity disclosed to it pursuant to the terms of DFIDthis Contract (including without limitation any information marked “confidential”). 13.5 All information received by HRC in relation to this Contract will upon such receipt, the Supplier shall procure that those members become official information in terms of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work OIA and requests for such information must be dealt with in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential InformationOIA, subject to the following: 9.6.1 13.5.1 Where the Research Provider is subject to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled the OIA: (a) HRC will transfer to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination Research Provider pursuant to Section 6(1) 14 of the National Audit Xxx 0000 OIA (transfer of requests) any information request that HRC receives under the Act relating to information provided to HRC by the Research Provider; (b) the Research Provider will be required to deal with that request promptly in accordance with the OIA; (c) where any such information request under the OIA has been transferred to the Research Provider, the Research Provider will not transfer that official information request back to HRC; and (d) the Research Provider will not disclose any information under the request until it has advised HRC of the economyinformation it is intending to disclose and confirmed with HRC that it has no objection to the disclosure; (e) where HRC wishes to object to the disclosure, efficiency it shall notify the Research Provider of the objection in writing and effectiveness with which DFID has used its resourcesthe Research Provider shall follow HRC’s instructions in relation to that objection, provided that any costs relating to the objection shall be payable by HRC. 9.7 DFID shall use all reasonable endeavours 13.5.2 Where the Research Provider is not subject to ensure the OIA: (a) if HRC proposes to withhold any official information which it holds concerning or relating in any way to the Research Provider, including the Proposal and/or this Contract in response to a request under the OIA it will give the Research Provider notice in writing of this and the Research Provider will upon request, assist HRC at HRC’s expense in any proceedings contesting whether or not good reason exists for withholding the official information; (b) HRC may release any information HRC holds regarding the Research Provider, the Proposal and this Contract if HRC is satisfied that such information should not be withheld in terms of the OIA; and (c) Neither party will be liable to the other for any government departmentlosses, Contracting Authoritycosts, employeeexpenses, third claims, damages, proceedings suffered or incurred by the other party or Sub-contractor in any way due to whom the Contractor's Confidential Information is disclosed release of information by HRC as a result of a request made pursuant to clause 9.6 is made aware of DFID’s obligations of confidentialitythe OIA. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.

Confidentiality. 9.1 Except Subject to clauses 9.2 and 9.3 the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shallSupplier agrees: 9.1.1 treat a) to keep the other party's Confidential Information as confidential in strict confidence and safeguard to take all reasonable precautions to prevent the unauthorised disclosure of it accordingly; andto any third party; 9.1.2 b) not to disclose any of the other party's Confidential Information to any other person third party without the owner's prior written consentconsent of the Company; c) not to use any of the Confidential Information for any purpose other than as necessary to fulfil its obligations under this Agreement without the prior written consent of the Company; and d) to inform the Company immediately if it becomes aware of the possession, use or knowledge of any of the Confidential Information by an unauthorised person. 9.2 Clause 9.1 shall not apply The Supplier may disclose the Confidential Information to such of its Personnel who reasonably require access to it for the purpose of fulfilling the Supplier’s obligations under this Agreement provided that before any of the Confidential Information is disclosed to them, they are made aware of its confidential nature and that they are under a legally-binding obligation to treat that Confidential Information in the strictest confidence in accordance with the terms of this Agreement. The Supplier will be liable to the extent that: 9.2.1 such Company for any disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 such information was in the possession or misuse of the party making the disclosure without obligation of confidentiality prior to Confidential Information by its disclosure by the information owner; 9.2.3 such information was obtained from a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential InformationPersonnel. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved will not be in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; 9.6.2 to any person conducting an Office of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality. 9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course breach of its normal business obligations under clause 9.1 to the extent that this use does not result in it is required to disclose any Confidential Information under any law or by or to a disclosure court or other public, regulatory or financial authority that has jurisdiction over it, provided that unless prohibited by law from doing so the Supplier gives the Company written notice prior to disclosing any of the other party's Confidential Information. 9.4 On termination of this Agreement, the Supplier will return to the Company all of the Confidential Information which is in its possession or an infringement of IPRunder its control (including all copies). 9.5 You may not publish any statement or release which refers to your relationship with us, to this Agreement or to its subject matter without our prior written approval.

Confidentiality. 9.1 Except If necessary, the parties will exchange information in respect of the subject matter of this Agreement, which they consider to be confidential. The recipient of such information agrees to keep it confidential provided such information is marked as confidential at the time it is sent to the extent set out recipient, or if it is disclosed orally, summarised in writing and identified as ‘confidential’ within *** after its presentation (provided that a failure to do so shall not detract from the obligations in this clause or Paragraph where disclosure is expressly permitted elsewhere in this Contract, each party shall: 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 9.2 Clause 9.1 shall not apply to the extent that: 9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information); 9.2.2 was reasonably apparent that such information was confidential in nature). Without limitation, the possession recipient agrees to employ all reasonable efforts to maintain the information secret and confidential, such efforts to be no less than the degree of care employed by the recipient to preserve and safeguard its own confidential information. The information shall not be disclosed or revealed to anyone except employees of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 9.2.3 such information was obtained from recipient who have a third party without obligation of confidentiality; 9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 9.2.5 it is independently developed without access to the other party's Confidential Information. 9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, information and shall ensure that who have entered into a secrecy agreement with the recipient under which such Supplier’s Personnel employees are aware of and shall comply with these obligations as required to confidentiality. 9.4 The Supplier shall not, and shall procure that maintain confidential the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract. 9.5 At the written request of DFID, the Supplier shall procure that those members proprietary information of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information: 9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving recipient and such Confidential Information employees shall be entitled to further disclose advised by the Confidential Information to other Crown Bodies or other Contracting Authorities on recipient of the basis confidential nature of the information and that the information is confidential and is not to shall be disclosed to a third party which is not part treated accordingly. The obligations of any Crown Body or any Contracting Authority; 9.6.2 this Paragraph 8.1 shall also apply to any person conducting an Office SUBLICENSEE(S) provided such information by HPPI. Mayne Pharma’s, HPPI’s, and SUBLICENSEES’ obligations under this Paragraph 8.1 shall extend until *** after the termination of Government Commerce gateway review; 9.6.3 for the purpose of the examination and certification of DFID’s accounts; or 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which DFID has used its resources. 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s this Agreement. The obligations of confidentiality. 9.8 Nothing this Paragraph 8.1 shall apply to confidential information exchanged prior to, on or after the EFFECTIVE DATE in connection with this Agreement or the transactions contemplated under it. To avoid doubt, the parties agree that nothing in this clause 9 shall prevent either party Agreement detracts from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this restrictions on use does not result in a and disclosure of confidential information under the other party's Confidential Information or Second Amended and Restated Supply and License Agreement, dated May 15, 2015, by and between Mayne Pharma Ventures Pty Ltd., an infringement Affiliated Company of IPRMayne Pharma, and HPPI.