Common use of Duty to keep confidential Clause in Contracts

Duty to keep confidential. Subject to Clause 19.2, or where disclosure of Confidential Information is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat the other Party's Confidential Information as confidential and safeguard it accordingly; not disclose the other Party's Confidential Information to any other person without such Party's prior written consent; and in the case of the Supplier only, not use the Authority's Confidential Information for the solicitation of business from the Customer or any other third party. Exception: Clause 19.1 shall not apply to Confidential Information to the extent that it: is disclosed pursuant to Clauses 19.3 or 19.5; has become publicly available or generally known to the public at the time of the disclosure, other than as a result of a breach of this Clause 19; is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; is received by the Party from a third party that lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed by the Party without access to the Confidential Information; must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party, including any requirements for disclosure under the Freedom of Information Xxx 0000 or the Environmental Information Regulations 2004; or is necessary to disclose the Confidential Information to the Nominated Supplier to facilitate the transfer of the Customer Contracts relating to Customer Portfolio from the Supplier to the Nominated Supplier and to enable the Nominated Supplier to carry out mobilisation or other preparatory activity to enable it to provide services substantially equivalent to the whole or part of the Authority Services or the Customer Services. Permitted disclosure by Authority: Nothing in this Clause 19 shall be deemed or construed to prevent the Authority from disclosing any of the Supplier's Confidential Information: to any Crown Body, provided that the Authority has required that such information is treated as confidential by such Crown Body and their servants. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Framework Agreement within Section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000 for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies on the same terms of confidentiality as are set out in this Clause 19; to any Customer, insofar as is reasonably necessary for the Customer to procure and make best use of the Authority Services and Customer Services, provided that the Authority shall have required that such information be treated as confidential by such Customer and its servants; to any employee, servant, agent, consultant, contractor or other person engaged by the Authority in connection with this Framework Agreement, provided that the Authority shall have required that such information be treated as confidential by such company, contractor or other person, together with their servants; for the purpose of the examination and certification of the Authority's accounts; or for any examination of this Framework Agreement by the National Audit Office pursuant to the National Audit Xxx 0000 or otherwise.

Duty to keep confidential. Subject to Clause 19.243.2, or where disclosure of Confidential Information is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat the other Party's Confidential Information as confidential and safeguard it accordingly; not disclose the other Party's Confidential Information to any other person without such Party's prior written consent; and in the case of the Supplier only, not use the AuthorityCustomer's Confidential Information for the solicitation of business from the Customer or from any other third party. Exception: Clause 19.1 22.1 shall not apply to Confidential Information to the extent that it: is disclosed pursuant to Clauses 19.3 22.3 or 19.522.5; has become publicly available or generally known to the public at the time of the disclosure, disclosure other than as a result of a breach of this Clause 1960; is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; is received by the Party from a third party that who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed by the Party without access to the Confidential Information; must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party, including any requirements for disclosure under the Freedom of Information Xxx 0000 or the Environmental Information Regulations 2004; is Confidential Information which the other Party has agreed may be disclosed under Clause 22.1(b); or is necessary to disclose the Confidential Information to the Nominated nominated Electricity Supplier to facilitate the transfer of the Customer Contracts relating to Customer Portfolio this Agreement from the Supplier to the Nominated nominated Electricity Supplier and to enable the Nominated nominated Electricity Supplier to carry out mobilisation or other preparatory activity to enable it to provide services substantially equivalent to the whole or part of the Authority Services or the Customer Services. Permitted disclosure by AuthorityCustomer: Nothing in this Clause 19 60 shall be deemed or construed to prevent the Authority Customer from disclosing any of the Supplier's Confidential Information: to any Crown BodyBody or Contracting Authority, provided that the Authority Customer has required that such information is treated as confidential by such Crown Body or Contracting Authority and their servants. All Crown Bodies or Contracting Bodies in receipt of such Confidential Information shall be considered as parties to this Framework Agreement within Section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000 for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies or Contracting Bodies on the same terms of confidentiality as are set out in this Clause 1960; to any Customerthe Authority, insofar as is reasonably necessary for the Customer to procure and make best use of the Authority Services and Customer Servicesthe Electricity Products, provided that the Authority Customer shall have required that such information be treated as confidential by such Customer the Authority and its servants; to any employee, servant, agent, consultant, contractor or other person engaged by the Authority Customer in connection with this Framework Agreement, [or any person conducting an Office of Government Commerce gateway review], provided that the Authority Customer shall have required that such information be treated as confidential by such company, contractor or other person, together with their servants; to any of its permitted transferees under Clause 66; for the purpose of the examination and certification of the AuthorityCustomer's accounts; or for any examination of this Framework Agreement by the National Audit Office pursuant to the National Audit Xxx 0000 or otherwise. Confidentiality agreement: Where the Customer discloses Confidential Information to a party under Clause 22.3(a), it shall require the recipient of the Confidential Information to enter into a confidentiality agreement prior to disclosure of the Confidential Information whereupon the Customer shall have no further liability for a breach of confidentiality by such party. Permitted disclosure by the Supplier to the Supplier Personnel: The Supplier may disclose the Customer's Confidential Information to the Supplier Personnel who are directly involved in the provision of the Supply and who need to know such information for the purpose of performance of the Supplier's obligations under this Agreement. The Supplier shall ensure that such Supplier Personnel: are aware of and shall comply with the obligations set out in Clause 60 in respect of such Confidential Information; do not disclose such Confidential Information to any third party without the prior consent of the Customer; do not use such Confidential Information for the solicitation of business from the Customer or any third party; and do not use any of the Customer's Confidential Information otherwise than for the purposes of this Agreement.

Duty to keep confidential. Subject The Receiving Party acknowledges that the Confidential Information is proprietary and a valuable asset of the Disclosing Party and agrees that the Receiving Party shall take reasonable precautions to Clause 19.2ensure that such Confidential Information is safeguarded against disclosure to unauthorized employees or third parties. (a) The Receiving Party shall use the Confidential Information solely as permitted by the Contract and shall not sell Confidential Information or otherwise disclose City of Palo Alto Utilities’ customers’ personal information under any circumstances and without the prior written consent of the City. The Receiving Party shall not disclose the Confidential Information, or where disclosure portions thereof, to any directors, officers, partners, managers, members, employees, advisors, agents, sub-contractors and other representatives of the Receiving Party and their subsidiaries and affiliates, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively, the “Representatives”), except to those who need to know such information for the purpose of advising City and who agree to the terms of this Agreement. (b) The Receiving Party agrees that any of the Representatives to whom the Confidential Information is disclosed will be informed of the confidential or proprietary nature of such information and of the Receiving Party’s obligations under this Agreement. The Receiving Party is responsible for any use of Confidential Information is expressly permitted elsewhere in this Framework Agreementby any of its Representatives. (c) The Receiving Party shall ensure that (i) any directors, each officers, representatives, advisors and sub-contractors with whom the Receiving Party shall: shares such information or who acquire knowledge of such information from or through the Receiving Party regard and treat the other Party's such Confidential Information of the Disclosing Party as strictly confidential and safeguard it accordingly; wholly owned by either the Disclosing Party, and (ii) the Receiving Party shall not disclose (and the other Party's Receiving Party shall ensure that any directors, officers, representatives, advisors and sub- contractors with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party do not) for any reason, in any fashion, either directly or indirectly, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, or otherwise communicate any such Confidential Information to any third party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case, for any purpose other person without such Party's prior written consent; than in accordance with this Agreement. (d) If the Receiving Party or any of its Representatives are requested or required to disclose any Confidential Information, including terms and conditions being negotiated, by law, regulation, the applicable rules of any national securities exchange or other market or reporting system, oral questions, interrogatories, requests for information or other documents in the case of the Supplier onlylegal proceedings, not use the Authority's Confidential Information for the solicitation of business from the Customer subpoena, civil investigative demand or any other third party. Exception: Clause 19.1 similar process, the Receiving Party shall not apply provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party has an opportunity to seek a protective order via Writ of Mandate or other appropriate remedy, or waive compliance with the provisions of this Agreement. (e) If the Disclosing Party waives compliance with the provisions of this Agreement with respect to a specific request or requirement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information to the extent that it: is disclosed pursuant to Clauses 19.3 or 19.5; has become publicly available or generally known to the public at the time of the disclosure, other than as a result of a breach of this Clause 19; is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; is received expressly covered by the Party from a third party that lawfully acquired it such waiver and who is under no obligation restricting its disclosure; is independently developed by the Party without access to the Confidential Information; must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party, including any requirements for disclosure under the Freedom of Information Xxx 0000 or the Environmental Information Regulations 2004; or which is necessary to disclose in order to comply with such request or requirement. The Receiving Party and its Representatives shall cooperate in a reasonable manner with the Disclosing Party in attempting to preserve the confidentiality of the Confidential Information. (f) If (in the absence of a waiver by the Disclosing Party) the Disclosing Party has not secured a protective order or other appropriate remedy despite attempting to do so, and the Receiving Party or one of its Representatives is nonetheless then legally compelled to disclose any Confidential Information, the Receiving Party or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed. In the Nominated Supplier event that disclosure is made in accordance with this subsection, the Receiving Party shall exercise, and cause its Representatives to facilitate exercise, reasonable efforts to preserve the transfer confidentiality of the Customer Contracts relating to Customer Portfolio from Confidential Information, including obtaining reliable assurance at the Supplier to the Nominated Supplier and to enable the Nominated Supplier to carry out mobilisation or other preparatory activity to enable it to provide services substantially equivalent to the whole or part sole expense of the Authority Services or the Customer Services. Permitted disclosure by Authority: Nothing in this Clause 19 Receiving Party that confidential treatment shall be deemed or construed to prevent the Authority from disclosing accorded any of the Supplier's Confidential Information: to any Crown Body, provided that the Authority has required that such information is treated as confidential by such Crown Body and their servants. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Framework Agreement within Section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000 for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies on the same terms of confidentiality as are set out in this Clause 19; to any Customer, insofar as is reasonably necessary for the Customer to procure and make best use of the Authority Services and Customer Services, provided that the Authority shall have required that such information be treated as confidential by such Customer and its servants; to any employee, servant, agent, consultant, contractor or other person engaged by the Authority in connection with this Framework Agreement, provided that the Authority shall have required that such information be treated as confidential by such company, contractor or other person, together with their servants; for the purpose of the examination and certification of the Authority's accounts; or for any examination of this Framework Agreement by the National Audit Office pursuant to the National Audit Xxx 0000 or otherwiseso furnished.

Duty to keep confidential. Subject to Clause 19.25.2, or where disclosure of Confidential Information is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat the other Party's Confidential Information as confidential and safeguard it accordingly; not disclose the other Party's Confidential Information to any other person without such Party's prior written consent; and in the case of the Supplier only, not use the AuthorityCustomer's Confidential Information for the solicitation of business from the Customer or from any other third party. Exception: Clause 19.1 22.1 shall not apply to Confidential Information to the extent that it: is disclosed pursuant to Clauses 19.3 22.3 or 19.522.5; has become publicly available or generally known to the public at the time of the disclosure, disclosure other than as a result of a breach of this Clause 1922; is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; is received by the Party from a third party that who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed by the Party without access to the Confidential Information; must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party, including any requirements for disclosure under the Freedom of Information Xxx 0000 or the Environmental Information Regulations 2004; is Confidential Information which the other Party has agreed may be disclosed under Clause 22.1(b); or is necessary to disclose the Confidential Information to the Nominated nominated Electricity Supplier to facilitate the transfer of the Customer Contracts relating to Customer Portfolio this Agreement from the Supplier to the Nominated nominated Electricity Supplier and to enable the Nominated nominated Electricity Supplier to carry out mobilisation or other preparatory activity to enable it to provide services substantially equivalent to the whole or part of the Authority Services or the Customer Services. Permitted disclosure by AuthorityCustomer: Nothing in this Clause 19 60 shall be deemed or construed to prevent the Authority Customer from disclosing any of the Supplier's Confidential Information: to any Crown BodyBody or Contracting Authority, provided that the Authority Customer has required that such information is treated as confidential by such Crown Body or Contracting Authority and their servants. All Crown Bodies or Contracting Bodies in receipt of such Confidential Information shall be considered as parties to this Framework Agreement within Section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000 for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies or Contracting Bodies on the same terms of confidentiality as are set out in this Clause 1960; to any Customerthe Authority, insofar as is reasonably necessary for the Customer to procure and make best use of the Authority Services and Customer Servicesthe Electricity Products, provided that the Authority Customer shall have required that such information be treated as confidential by such Customer the Authority and its servants; to any employee, servant, agent, consultant, contractor or other person engaged by the Authority Customer in connection with this Framework Agreement, [or any person conducting an Office of Government Commerce gateway review], provided that the Authority Customer shall have required that such information be treated as confidential by such company, contractor or other person, together with their servants; to any of its permitted transferees under Clause 66; for the purpose of the examination and certification of the AuthorityCustomer's accounts; or for any examination of this Framework Agreement by the National Audit Office pursuant to the National Audit Xxx 0000 or otherwise. Confidentiality agreement: Where the Customer discloses Confidential Information to a party under Clause 22.3(a), it shall require the recipient of the Confidential Information to enter into a confidentiality agreement prior to disclosure of the Confidential Information whereupon the Customer shall have no further liability for a breach of confidentiality by such party. Permitted disclosure by the Supplier to the Supplier Personnel: The Supplier may disclose the Customer's Confidential Information to the Supplier Personnel who are directly involved in the provision of the Supply and who need to know such information for the purpose of performance of the Supplier's obligations under this Agreement. The Supplier shall ensure that such Supplier Personnel: are aware of and shall comply with the obligations set out in Clause 60 in respect of such Confidential Information; do not disclose such Confidential Information to any third party without the prior consent of the Customer; do not use such Confidential Information for the solicitation of business from the Customer or any third party; and do not use any of the Customer's Confidential Information otherwise than for the purposes of this Agreement.