DCC Confidential Information. 30.1 Subject to Clauses 30.4, 30.5, 30.7, 30.11, 30.13, 30.16 and 34.10, the Contractor undertakes to the DCC that it (and each Contractor Person) shall: 30.1.1 keep all DCC Confidential Information completely and strictly confidential and keep in safe custody all documentation and media recording of the same; 30.1.2 not disclose, copy, reproduce, publish or distribute the whole or any part of any DCC Confidential Information to any person unless authorised in writing by the DCC (provided that the Contractor may copy DCC Confidential Information to the extent strictly necessary for the performance of its obligations in accordance with this Agreement); 30.1.3 use the DCC Confidential Information only for the performance of its obligations under this Agreement; 30.1.4 not use any DCC Confidential Information for its own benefit or for the benefit of anyone other than the DCC; 30.1.5 comply with any reasonable restrictions relating to the DCC Confidential Information (including as regards its disclosure, storage, use or copying) notified by the DCC to the Contractor from time to time; and 30.1.6 maintain the DCC Confidential Information as the DCC's property. 30.2 Subject to the terms of this Agreement (including Clauses 30.4, 30.5, 30.7 to 30.10 (inclusive), 30.13 and 30.16), the DCC undertakes to the Contractor that it shall: 30.2.1 keep all Contractor's Confidential Information in its possession completely and strictly confidential and keep in safe custody all documentation and media recording of the same; 30.2.2 not disclose, copy, reproduce, publish or distribute the whole or any part of any Contractor's Confidential Information to any person unless authorised in writing by the Contractor (except that any DCC Eco-System Entity may copy, reproduce and use any Contractor's Confidential Information for any DCC Purpose and as otherwise expressly provided in this Clause 30); and 30.2.3 maintain such Contractor's Confidential Information as the Contractor's property. 30.3 The parties have agreed that: 30.3.1 subject to the terms of this Agreement (including Clauses 30.4, 30.5, 30.7 to 30.12 (inclusive), 30.16 and 30.19), the DCC shall ensure that all Contractor's Confidential Information in any medium or format provided by or on behalf of the Contractor to any DCC Eco-System Entity in connection with the provision of the Services is at all times treated by the recipient DCC Eco-System Entity in compliance with equivalent confidentiality obligations to those imposed on the DCC under this Clause 30 (regardless of whether such Confidential Information was (or was not) first passed to the DCC); 30.3.2 Contractor's Confidential Information may be disclosed by any DCC Eco-System Entity to (and used by, including reproduction, copying and other use) any DCC Eco-System Entities in accordance with this Clause 30 provided such person(s) comply with equivalent confidentiality obligations to those imposed on the DCC under this Clause 30; 30.3.3 the DCC shall be liable to the Contractor in damages for breach of contract in respect of any breach of such equivalent confidentiality obligations referred to in 30.3.1 and 30.3.2 (above) as if such breach were a breach by the DCC of this Clause 30; and 30.3.4 consequently, to the extent this Agreement provides that any obligation of the Contractor is subject to the Contractor having agreed confidentiality arrangements with a third party the Contractor agrees that such confidentiality arrangements shall be deemed to be in place provided the DCC would be liable for the acts or omissions of the relevant third party in respect of Confidential Information in accordance with this Clause 30.3. 30.4 If: 30.4.1 a party receives Confidential Information of another party; or
Appears in 2 contracts
Samples: Agreement for the Provision of Bi/Mi Services, Agreement for the Provision of Networks and FTP Services
DCC Confidential Information. 30.1 Subject to Clauses 30.4, 30.5, 30.7, 30.11, 30.13, 30.16 and 34.1034.9, the Contractor undertakes to the DCC that it (and each Contractor Person) shall:shall:
30.1.1 keep all DCC Confidential Information completely and strictly confidential and keep in safe custody all documentation and media recording of the same;
30.1.2 not disclose, copy, reproduce, publish or distribute the whole or any part of any DCC Confidential Information to any person unless authorised in writing by the DCC (provided that the Contractor may copy DCC Confidential Information to the extent strictly necessary for the performance of its obligations in accordance with this Agreement);
30.1.3 use the DCC Confidential Information only for the performance of its obligations under this Agreement;
30.1.4 not use any DCC Confidential Information for its own benefit or for the benefit of anyone other than the DCC;
30.1.5 comply with any reasonable restrictions relating to the DCC Confidential Information (including as regards its disclosure, storage, use or copying) notified by the DCC to the Contractor from time to time; and
30.1.6 maintain the DCC Confidential Information as the DCC's property.
30.2 Subject to the terms of this Agreement (including Clauses 30.4, 30.5, 30.7 to 30.10 (inclusive), 30.13 and 30.16), the DCC undertakes to the Contractor that it shall:
30.2.1 keep all Contractor's Confidential Information in its possession completely and strictly confidential and keep in safe custody all documentation and media recording of the same;
30.2.2 not disclose, copy, reproduce, publish or distribute the whole or any part of any Contractor's Confidential Information to any person unless authorised in writing by the Contractor (except that any DCC Eco-System Entity may copy, reproduce and use any Contractor's Confidential Information for any DCC Purpose and as otherwise expressly provided in this Clause 30); and
30.2.3 maintain such Contractor's Confidential Information as the Contractor's property.
30.3 The parties have agreed that:that:
30.3.1 subject to the terms of this Agreement (including Clauses 30.4, 30.5, 30.5, 30.7 to 30.12 (inclusive), 30.16 and 30.19), the DCC shall ensure that all Contractor's Confidential Information in any medium or format provided by or on behalf of the Contractor to any DCC Eco-System Entity in connection with the provision of the Services is at all times treated by the recipient DCC Eco-System Entity in compliance with equivalent confidentiality obligations to those imposed on the DCC under this Clause 30 (regardless of whether such Confidential Information was (or was not) first passed to the DCC);
30.3.2 Contractor's Confidential Information may be disclosed by any DCC Eco-System Entity to (and used by, including reproduction, copying and other use) any DCC Eco-System Entities in accordance with this Clause 30 provided such person(s) comply with equivalent confidentiality obligations to those imposed on the DCC under this Clause 30;30;
30.3.3 the DCC shall be liable to the Contractor in damages for breach of contract in respect of any breach of such equivalent confidentiality obligations referred to in 30.3.1 and 30.3.2 (above) as if such breach were a breach by the DCC of this Clause 30; and
30.3.4 consequently, to the extent this Agreement provides that any obligation of the Contractor is subject to the Contractor having agreed confidentiality arrangements with a third party the Contractor agrees that such confidentiality arrangements shall be deemed to be in place provided the DCC would be liable for the acts or omissions of the relevant third party in respect of Confidential Information in accordance with this Clause 30.3.
30.4 If: If:
30.4.1 a party receives Confidential Information of another party; or
30.4.2 a person in respect of whom a party has liability in the event of non- compliance with any confidentiality obligation (pursuant to Clause 30.1 to 30.3 (inclusive), 30.9, 30.12 or 30.11 (as appropriate)) receives Confidential Information of another party, then that receiving party or other receiving person shall be a "Receiving Party" for the purposes of this Clause 30.
30.5 The obligations on the parties in respect of the Receiving Party maintaining the confidentiality of, and the prohibitions and restrictions on use of, the Confidential Information of the other party (the "Disclosing Party") set out in this Clause 30 shall (subject to Clause 30.19) not apply to Confidential Information of the Disclosing Party:
30.5.1 which the Disclosing Party confirms in writing is not required to be treated as Confidential Information;
30.5.2 which is in or comes into the public domain otherwise than through any disclosure which is prohibited by this Agreement, any separate confidentiality undertaking between the DCC and Contractor and/ or the SEC;
30.5.3 which was received by the Receiving Party, free of any obligation of confidence, from a third party which itself was not under any obligation of confidence in relation to that information;
30.5.4 which was independently developed by or on behalf of the Receiving Party without reference to the Confidential Information of the Disclosing Party; or
30.5.5 which was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party.
30.6 For the purpose of this Clause 30, no Confidential Information shall be deemed to be in the public domain merely because such information is embraced by more general information or, in the case of a complex body of information, because one or more elements of it are separately available in the public domain.
30.7 The Receiving Party (and any person to whom the Receiving Party is permitted to disclose Confidential Information under this Clause 30) may:
30.7.1 where the Receiving Party is a DCC Eco-System Entity or a person to whom Contractor's Confidential Information may be disclosed in accordance with Clauses 30.9 or 30.10, disclose any Confidential Information to any Regulatory Body, law enforcement agency or other third party if it or any Affiliate is required to do so by Law, the DCC Licence, any energy licence, any other laws, the SEC or by any stock exchange on which the DCC Eco-System Entity or other person or an Affiliate of the relevant DCC Eco-System Entity or other person is listed; and/or
30.7.2 where the Receiving Party is a Contractor Person:
30.7.2.1 disclose any Confidential Information which is (or which relates to):
(a) any technical aspects of any Systems used within Great Britain in connection with the provision or receipt of the Services or DCC Services;
(b) Data that the Contractor is not permitted to store, transmit and/or process outside of Great Britain;
(c) any aspect of the security of any part(s) of the End- to-end Smart Metering System or any Other Energy Industry Systems; and/or
(d) any DCC Data, ("GB Restricted Information") to any British Regulatory Body, British law enforcement agency or other third party if it is required to do so by Laws applicable in Great Britain;
30.7.2.2 disclose any DCC Confidential Information that is not GB Restricted Information but which the Contractor is permitted to transfer, store or process only within permitted jurisdictions (which may be described specifically (e.g. one particular country) or generically (e.g. the European Economic Area)) to any Regulatory Body, law enforcement agency or other third party if it is required to do so by mandatory law applicable in the relevant permitted jurisdiction(s) in which such storage or processing has been permitted under this Agreement; and
Appears in 1 contract
Samples: Agreement for the Provision of Parse and Correlate (P&c) Services
DCC Confidential Information. 30.1 Subject to Clauses 30.4, 30.5, 30.7, 30.11, 30.13, 30.16 and 34.10, the Contractor undertakes to the DCC that it (and each Contractor Person) shall:shall:
30.1.1 keep all DCC Confidential Information completely and strictly confidential and keep in safe custody all documentation and media recording of the same;
30.1.2 not disclose, copy, reproduce, publish or distribute the whole or any part of any DCC Confidential Information to any person unless authorised in writing by the DCC (provided that the Contractor may copy DCC Confidential Information to the extent strictly necessary for the performance of its obligations in accordance with this Agreement);
30.1.3 use the DCC Confidential Information only for the performance of its obligations under this Agreement;
30.1.4 not use any DCC Confidential Information for its own benefit or for the benefit of anyone other than the DCC;
30.1.5 comply with any reasonable restrictions relating to the DCC Confidential Information (including as regards its disclosure, storage, use or copying) notified by the DCC to the Contractor from time to time; and
30.1.6 maintain the DCC Confidential Information as the DCC's property.
30.2 Subject to the terms of this Agreement (including Clauses 30.4, 30.5, 30.7 to 30.10 (inclusive), 30.13 and 30.16), the DCC undertakes to the Contractor that it shall:
30.2.1 keep all Contractor's Confidential Information in its possession completely and strictly confidential and keep in safe custody all documentation and media recording of the same;
30.2.2 not disclose, copy, reproduce, publish or distribute the whole or any part of any Contractor's Confidential Information to any person unless authorised in writing by the Contractor (except that any DCC Eco-System Entity may copy, reproduce and use any Contractor's Confidential Information for any DCC Purpose and as otherwise expressly provided in this Clause 30); and
30.2.3 maintain such Contractor's Confidential Information as the Contractor's property.
30.3 The parties have agreed that:that:
30.3.1 subject to the terms of this Agreement (including Clauses 30.4, 30.5, 30.5, 30.7 to 30.12 (inclusive), 30.16 and 30.19), the DCC shall ensure that all Contractor's Confidential Information in any medium or format provided by or on behalf of the Contractor to any DCC Eco-System Entity in connection with the provision of the Services is at all times treated by the recipient DCC Eco-System Entity in compliance with equivalent confidentiality obligations to those imposed on the DCC under this Clause 30 (regardless of whether such Confidential Information was (or was not) first passed to the DCC);
30.3.2 Contractor's Confidential Information may be disclosed by any DCC Eco-System Entity to (and used by, including reproduction, copying and other use) any DCC Eco-System Entities in accordance with this Clause 30 provided such person(s) comply with equivalent confidentiality obligations to those imposed on the DCC under this Clause 30;30;
30.3.3 the DCC shall be liable to the Contractor in damages for breach of contract in respect of any breach of such equivalent confidentiality obligations referred to in 30.3.1 and 30.3.2 (above) as if such breach were a breach by the DCC of this Clause 30; and
30.3.4 consequently, to the extent this Agreement provides that any obligation of the Contractor is subject to the Contractor having agreed confidentiality arrangements with a third party the Contractor agrees that such confidentiality arrangements shall be deemed to be in place provided the DCC would be liable for the acts or omissions of the relevant third party in respect of Confidential Information in accordance with this Clause 30.3.
30.4 If: If:
30.4.1 a party receives Confidential Information of another party; or
30.4.2 a person in respect of whom a party has liability in the event of non- compliance with any confidentiality obligation (pursuant to Clause 30.1 to 30.3 (inclusive), 30.9, 30.12 or 30.11 (as appropriate)) receives Confidential Information of another party, then that receiving party or other receiving person shall be a "Receiving Party" for the purposes of this Clause 30.
30.5 The obligations on the parties in respect of the Receiving Party maintaining the confidentiality of, and the prohibitions and restrictions on use of, the Confidential Information of the other party (the "Disclosing Party") set out in this Clause 30 shall (subject to Clause 30.19) not apply to Confidential Information of the Disclosing Party:
30.5.1 which the Disclosing Party confirms in writing is not required to be treated as Confidential Information;
30.5.2 which is in or comes into the public domain otherwise than through any disclosure which is prohibited by this Agreement, any separate confidentiality undertaking between the DCC and Contractor and/ or the SEC;
30.5.3 which was received by the Receiving Party, free of any obligation of confidence, from a third party which itself was not under any obligation of confidence in relation to that information;
30.5.4 which was independently developed by or on behalf of the Receiving Party without reference to the Confidential Information of the Disclosing Party; or
30.5.5 which was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party.
30.6 For the purpose of this Clause 30, no Confidential Information shall be deemed to be in the public domain merely because such information is embraced by more general information or, in the case of a complex body of information, because one or more elements of it are separately available in the public domain.
30.7 The Receiving Party (and any person to whom the Receiving Party is permitted to disclose Confidential Information under this Clause 30) may:
30.7.1 where the Receiving Party is a DCC Eco-System Entity or a person to whom Contractor's Confidential Information may be disclosed in accordance with Clauses 30.9 or 30.10, disclose any Confidential Information to any Regulatory Body, law enforcement agency or other third party if it or any Affiliate is required to do so by Law, the DCC Licence, any energy licence, any other laws, the SEC or by any stock exchange on which the DCC Eco-System Entity or other person or an Affiliate of the relevant DCC Eco-System Entity or other person is listed; and/or
30.7.2 where the Receiving Party is a Contractor Person:
30.7.2.1 disclose any Confidential Information which is (or which relates to):
(a) any technical aspects of any Systems used within Great Britain in connection with the provision or receipt of the Services or DCC Services;
(b) Data that the Contractor is not permitted to store, transmit and/or process outside of Great Britain;
(c) any aspect of the security of any part(s) of the End- to-end Smart Metering System or any Other Energy Industry Systems; and/or
(d) any DCC Data, ("GB Restricted Information") to any British Regulatory Body, British law enforcement agency or other third party if it is required to do so by Laws applicable in Great Britain;
30.7.2.2 disclose any DCC Confidential Information that is not GB Restricted Information but which the Contractor is permitted to transfer, store or process only within permitted jurisdictions (which may be described specifically (e.g. one particular country) or generically (e.g. the European Economic Area)) to any Regulatory Body, law enforcement agency or other third party if it is required to do so by mandatory law applicable in the relevant permitted jurisdiction(s) in which such storage or processing has been permitted under this Agreement; and
Appears in 1 contract
Samples: Agreement for the Provision of Smart Meter Key Infrastructure (Smki) Services
