Freedom of Information and Confidentiality Sample Clauses

Freedom of Information and Confidentiality. 8.1 The Parties acknowledge that both are subject to the FOIA and shall comply with their respective obligations under the FOIA, which arise in connection with this Funding Agreement. 8.2 The provisions of part two clause 8 shall not apply to any information which is or becomes public knowledge (other than by breach of this part two clause 8). This includes information published under part two clauses 8 and 10 (Consent to Publication) which; (a) was in the possession of the receiving party, without restriction as to its disclosure, before the date of receipt from the disclosing party; (b) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act or the Environmental Information Regulations. 8.3 Nothing in this part two clause 8 shall be deemed or construed to prevent THE EFA from disclosing any Confidential Information obtained from THE COLLEGE: (a) to any other Crown Body, including but not limited to, non- departmental public bodies or quasi Government authorities or agencies; and/or, (b) to any consultant, COLLEGE, SFC or other person engaged by THE EFA directly in connection with this Funding Agreement, provided that such information is treated as confidential by the receiving consultant, COLLEGE, SFC or any other person. 8.4 In order to ensure that no unauthorised person gains access to any Confidential Information or data obtained and/or processed in the course of the delivery of the Services, THE COLLEGE undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice in addition to those set out in part two clauses 11 and 12. 8.5 THE COLLEGE will notify THE EFA as soon as reasonably practicable (and in any event within 24 hours) of its discovery, of any breach of security in relation to Confidential Information and/or Personal Data obtained and/or processed in the course of the delivery of the Services. THE COLLEGE shall use all reasonable endeavours to mitigate the possible adverse impacts of any such breach of security including any intrusion into individuals' privacy. THE COLLEGE will keep a record of such breaches a copy of which shall be provided to THE EFA upon request. THE COLLEGE will use its best endeavours to recover such Confidential Information and/or Personal Data however it may be recorded. THE COLLEGE will co-operate with THE EFA in a...
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Freedom of Information and Confidentiality. ‌ 26.1 Freedom of Information‌ 26.1.1 The Department and the Provider acknowledge that both the Department and the Provider are subject to legal duties under the FOIA and the EIR, which may require them to disclose on request information relating to this Agreement or otherwise relating to one or both of them. 26.1.2 The Department and the Provider acknowledge and agree that they are both required by Law to consider each and every request made under the FOIA and/or the EIR for information. 26.1.3 The Department and the Provider acknowledge and agree that all decisions made by the other pursuant to a request under the FOIA and/or the EIR are solely a matter for and are at the discretion of the Department or the Provider respectively. 26.1.4 Notwithstanding anything in this Agreement to the contrary (including without limitation any obligations of confidentiality), the Department and the Provider will be entitled to disclose information in whatever form pursuant to a request made under the FOIA and/or the EIR, save that in relation to any information that is Exempt Information the Department and/or the Provider will use reasonable endeavours (but will not be obliged) to consult the other and will not: (a) confirm or deny that information is held by it; or (b) disclose information requested to the extent that in the Department or the Provider’s opinion (as relevant) the information is eligible in the circumstances for an exemption and therefore the Department or the Provider may lawfully refrain from disclosing such information. 26.1.5 In relation to information relating to the Department or the Provider or the Agreement which the Department or the Provider requests should be exempt under the FOIA and/or the EIR, the Department or the Provider (as applicable) will indemnify the other for any and all costs (including legal fees) incurred by the other in: (a) assessing the application of any exemption under the FOIA and/or the EIR; and/or (b) responding to any FOIA Notice; and/or (c) lodging any appeal against a decision of the Information Commissioner in relation to disclosure where such costs are incurred pursuant to efforts by the Department or the Provider to withhold Exempt Information. 26.1.6 Neither the Department nor the Provider will be liable for any loss, damage, harm or detriment, howsoever caused, arising from or in connection with the disclosure under the FOIA and/or the EIR of any Exempt Information or other information whether relating to this Ag...
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Freedom of Information and Confidentiality. 6.1 The Parties acknowledge that both are subject to the FOIA and shall comply with their respective obligations under the FOIA, which arise in connection with this Agreement. 6.2 The provisions of part one clause 6 shall not apply to any information which is or becomes public knowledge (other than by breach of this part one clause 6). This includes information published under part one clauses 6 and 7 (Consent to Publication) which; (a) was in the possession of the receiving party, without restriction as to its disclosure, before the date of receipt from the disclosing party; (b) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act or the Environmental Information Regulations. 6.3 Nothing in this part one clause 6 shall be deemed or construed to prevent THE ESFA from disclosing any Confidential Information obtained from THE AUTHORITY: (a) to any other Crown Body, including but not limited to, non- departmental public bodies or quasi Government authorities or agencies; and/or, (b) to any consultant, contractor, college or other person engaged by THE ESFA directly in connection with this Agreement, provided that such information is treated as confidential by the receiving consultant, contractor, college or any other person. 6.4 In order to ensure that no unauthorised person gains access to any Confidential Information or data obtained and/or processed in the course of the delivery of the Services, THE AUTHORITY undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice in addition to those set out in part one clause 8 and part three clause 3.
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Freedom of Information and Confidentiality. 51.1 The Councils and Contractor agree that provisions of this Agreement and each Project Document shall, subject to Clause 51.2, not be treated as Confidential Information and may be disclosed without restriction. 51.2 Clause 51.1 shall not apply to provisions of this Agreement or a Project Document designated as Commercially Sensitive Information and listed in Schedule 12 (Commercially Sensitive Information) to this Contract which shall, subject to Clause 51.4, be kept confidential for the periods specified in Schedule 12 (Commercially Sensitive Information). 51.3 The Councils and Contractor shall keep confidential all Confidential Information received by one Party from the other Party relating to this Agreement and Project Documents or the Project and shall use all reasonable endeavours to prevent their employees, agents and sub- contractors from making any disclosure to any person of any such Confidential Information. 51.4 Clauses 51.1 to 51.3 shall not apply to: 51.4.1 any disclosure of information that is reasonably required by any person engaged in the performance of their obligations under the Agreement for the performance of those obligations; 51.4.2 any matter which the Contractor or any of the Councils can demonstrate is already or becomes generally available and in the public domain otherwise than as a result of a breach of this Clause 51; 51.4.3 any disclosure to enable a determination to be made under Clause 53 (Dispute Resolution) or in connection with a dispute between the Contractor and any of its Sub-Contractors; 51.4.4 any disclosure which is required pursuant to any statutory, legal (including any order of a court of competent jurisdiction), or any Parliamentary obligation placed upon the Party making the disclosure or the rules of any stock exchange or governmental or regulatory authority having the force of law or if not having the force of law, compliance with which is in accordance with the general practice of persons subject to the stock exchange or governmental or regulatory authority concerned; 51.4.5 any disclosure of information which is already lawfully in the possession of the receiving Party, prior to its disclosure by the disclosing Party; 51.4.6 any provision of information to the parties’ own professional advisers or insurance advisers or to the Contractor to enable it to carry out its obligations under this Agreement, or may wish to acquire shares in the Contractor in accordance with the provisions of this Agreement to t...
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Freedom of Information and Confidentiality. 2.1 The expiry or earlier termination of this Agreement shall not affect the continuing rights and obligations of the Company and the Council under these Protection of Information clauses.
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Freedom of Information and Confidentiality. The Parties acknowledge that all documents and other records related to the 2011 Canada Winter Games in the custody or under the control of Canada, Nova Scotia or the Halifax Regional Municipality, will be administered in accordance with the applicable legislation related to access to information and the protection of the privacy, including, as amended from time to time:
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Freedom of Information and Confidentiality. 16.1 The Employer acknowledges and agrees that the ESFA is bound by, and will act in compliance with, the provisions of the Freedom of Information Act 2000.
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Freedom of Information and Confidentiality 
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Related to Freedom of Information and Confidentiality

  • Information and Confidentiality 18.1 Each party recognises that under this Agreement it may receive Confidential Information belonging to the other. 18.2 Each party agrees to treat all Confidential Information belonging to the other as confidential and not to disclose such Confidential Information or any other confidential information relating to the GLA arising or coming to its attention during the currency of this Agreement to any third party without the prior written consent of the other party and agrees not to use such Confidential Information for any purpose other than that for which it is supplied under this Agreement. 18.3 The obligations of confidence referred to in this Condition 18 shall not apply to any Confidential Information which: 18.3.1 is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to that information; 18.3.2 is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; 18.3.3 is lawfully in the possession of the other party before the date of this Agreement and in respect of which that party is not under an existing obligation of confidentiality; or 18.3.4 is independently developed without access to the Confidential Information of the other party. 18.4 Each party will be permitted to disclose Confidential Information to the extent that it is required to do so: 18.4.1 to enable the disclosing party to perform its obligations under this Agreement; or 18.4.2 by any applicable Law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information and the Grant Recipient acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the GLA may nevertheless be obliged to disclose such Confidential Information; or 18.4.3 by any Regulatory Body (including any investment exchange and the Regulator) acting in the course of proceedings before it or acting in the course of its duties; or 18.4.4 in order to give proper instructions to any professional adviser of that party who also has an obligation to keep any such Confidential Information confidential. 18.5 Each party shall ensure that all Confidential Information obtained by it under or in connection with this Agreement: 18.5.1 is given only to such of its employees, professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; 18.5.2 is treated as confidential and not disclosed (without the other party's prior written approval) or used by any such staff or professional advisors or consultants otherwise than for the purposes of this Agreement; 18.5.3 where it is considered necessary in the opinion of the other party, the relevant party shall ensure that such staff, professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. 18.6 Nothing in this Condition 18 shall prevent the either party from: (a) the examination and certification of its accounts; or (b) any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the GLA has used its resources; or

  • Access, Information and Confidentiality (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

  • CONFIDENTIALITY/SAFEGUARDING OF INFORMATION The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or information that may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of the AGENCY, or as may be required by law.

  • Public Information and Confidentiality Information related to the performance of this Contract may be subject to the Public Information Act and will be withheld from public disclosure or released to the public only in accordance therewith. Performing Agency shall make any information required under the Public Information Act available to the System Agency in portable document file (“.pdf”) format or any other format agreed between the Parties. To the extent permitted by law, Performing Agency and the System Agency agree to keep all information confidential, in whatever form produced, prepared, observed, or received by Performing Agency or the System Agency. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract.

  • EXCHANGE OF INFORMATION AND CONFIDENTIALITY ISO-NE and NYISO are authorized and agree to exchange and share such information as is required for the Coordination Committee to perform its duties and for the Parties to fulfill their obligations under this Agreement. Any Party that receives Confidential Information or Critical Energy Infrastructure Information (“CEII”) pursuant to this Article 6 (the “Receiving Party”) shall treat such information as confidential subject to the terms and conditions set forth in Section 6.5 of this Agreement.

  • Confidentiality of Information 8.1. By accessing this EHSAN AUCTIONEERS SDN. BHD. website, the E-Bidders acknowledge and agree that EHSAN AUCTIONEERS SDN. BHD. website may collect, retain, or disclose the E-Bidder’s information or any information by the e-bidders for the effectiveness of services, and the collected, retained or disclosed information shall comply with Personal Data Protection Act 2010 and any regulations, laws or rules applicable from time to time. 8.2. E-Bidders agree to accept all associated risks when using the service in the EHSAN AUCTIONEERS SDN. BHD. website shall not make any claim for any unauthorized access or any consequential loss or damages suffered. 8.3. E-Bidders shall be responsible for the confidentiality and use of password and not to reveal the password to anyone at any time and under any circumstances, whether intentionally or unintentionally. 8.4. E-Bidders agree to comply with all the security measures related to safety of the password or generally in respect of the use of the service. 8.5. E-Bidders accept the responsibility that in any event that the password is in the possession of any other person whether intentionally or unintentionally, the E-Bidders shall take precautionary steps for the disclosure, discovery, or the Bidders shall immediately notify EHSAN AUCTIONEERS SDN. BHD.

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

  • Data Protection and Confidentiality 9.5.1 The Tenant’s personal data, which will be processed in the execution of this Agreement will be handled in accordance with the General Data Protection Regulation (EU) 2016/679. Further details regarding this processing activity is set out in the associated Privacy Notice, which can be found at: xxxxx://xxx.xxxxxxx.xxx/privacy-policy

  • E5 Freedom of Information The Contractor acknowledges that the Authority is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with the Authority to enable the Authority to comply with its Information disclosure obligations.

  • Freedom of Information 8.1 The Supplier acknowledges that DFID is subject to the requirements of the FOIA, the Environmental Information Regulations and associated codes of practice shall assist and cooperate with DFID to enable DFID to comply with its Information disclosure obligations. 8.2 The Supplier shall and shall ensure that its Sub-contractors shall: 8.2.1 transfer to DFID all Requests for Information that it receives as soon as practicable and in any event within two Working Days of receiving a Request for Information; 8.2.2 provide DFID with a copy of all Information in its possession, or power in the form that DFID requires within five Working Days (or such other period as DFID may specify) of DFID’s request; and 8.2.3 provide all necessary assistance as reasonably requested by DFID to enable DFID to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations. 8.3 DFID shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the FOIA, the Environmental Information Regulations and associated codes of practice. 8.4 In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by DFID. 8.5 The Supplier acknowledges that (notwithstanding the provisions of Clause 8) DFID may, acting in accordance with the Department of Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Xxx 0000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Contractor or the Services: 8.5.1 in certain circumstances without consulting the Supplier; or 8.5.2 following consultation with the Contractor and having taken their views into account; provided always that where 8.5.1 applies DFID shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the Supplier’s attention after any such disclosure. 8.6 The Supplier shall ensure that all Information is retained for disclosure in accordance with clauses 8.7 and 8.8 and shall permit DFID to inspect such records as requested from time to time. 8.7 The Supplier shall, during this Contract and for a period of at least seven years following the expiry or termination of this Contract, retain and maintain all Information: 8.7.1 in accordance with the requirements of the Public Records Office and in accordance with the exercise of the degree of care that would be expected from a leading company within the relevant industry or business sector; 8.7.2 in chronological order; 8.7.3 in a form that is capable of audit; 8.7.4 at its own expense. 8.8 Wherever practical, original Information shall be retained and maintained in hard copy form. 8.9 The Supplier acknowledges that any Commercially Sensitive Information noted within this contract is of indicative value only and that DFID may be obliged to disclose it in accordance with clause 8.5.

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