CONFIDENTIALITY AND FREEDOM OF INFORMATION Clause Samples
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CONFIDENTIALITY AND FREEDOM OF INFORMATION. 15.1 Subject to Conditions 15.2, 15.4 and 15.5 both parties shall procure that all information disclosed by one to the other in accordance with the terms of this Contract ("Confidential Information") shall be kept secret and confidential and shall not be used for any purposes other than those required or permitted by this Contract and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Contract.
15.2 Either party shall promptly notify the other if any Confidential Information is required by law (including but without limitation pursuant to the FOIA to be disclosed by it or any other person receiving it under or pursuant to this Contract and shall co-operate with the other party regarding the manner of such disclosure (but without prejudice to any obligation to comply with any law). Any request received by either party under the FOIA will be complied with promptly and in a timely manner.
15.3 The obligations of confidentiality shall not apply to any information which:
15.3.1 is or becomes publicly known through no act or omission of the receiving party;
15.3.2 was in the other party's lawful possession prior to the disclosure;
15.3.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
15.3.4 is independently developed by the receiving party, which independent development can be shown by written evidence; and/or
15.3.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (including but without limitation pursuant to the FOIA) provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement, to the extent it is permitted to do so by law.
15.4 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 Client 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.
15.5 Notwithstanding any other term of this Contract, the Supplier hereby gives his consent for the Client to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public.
15.6 The Supplier shall not refer to the Client or the Order in any advertisement wit...
CONFIDENTIALITY AND FREEDOM OF INFORMATION. 14.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (which undertaking, in the case of the Supplier shall include the confidential information of the NHS Boards), except as expressly permitted in this Agreement.
14.2 Each party may disclose the other party's confidential information (or in the case of the Supplier, the confidential information of the NHS Boards):
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 14; and
(ii) as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 No party shall use any other party's confidential information, or the confidential information of the NHS Boards, for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
14.4 Nothing whether expressly provided in this Agreement, or otherwise implied, shall preclude the CSA or a NHS Board from making public under the Freedom of Information (Scotland) Act 2002 and the Environmental Information (Scotland) Regulations 2004 and/or any codes or regulations applicable from time to time relating to access to public authorities’ information (‘FOI’), details of all matters relating to this Agreement unless (i) such details constitute a trade secret; (ii) the disclosure of such details would or would be likely to prejudice substantially the commercial interests of any person (including but not limited to the Supplier, the CSA or the NHS Board); or (iii) such details fall within any other exemption under FOI provided always that application of any such exemption shall be at the sole discretion of the CSA or NHS Board, as applicable. The CSA or the NHS Board, as applicable, will take all reasonable steps to provide the Supplier with notice of any intended disclosures under FOI prior to making such information public.
14.5 The Supplier shall provide all such assistance as may be required by the CSA or th...
CONFIDENTIALITY AND FREEDOM OF INFORMATION. For the purposes of this clause 11: the “Disclosing Party” is the party which discloses Confidential Information to, or in respect of which Confidential Information comes to the knowledge of, the other party; and the “Receiving Party” is the party which receives Confidential Information relating to the other party. The Receiving Party shall take all necessary precautions to ensure that all Confidential Information it receives under or in connection with this Contract: is given only to such of its staff (or, in the case of the Contractor, the Contractor’s Team) and professional advisors or consultants engaged to advise it in connection with this Contract as is strictly necessary for the performance of this Contract and only to the extent necessary for the performance of this Contract; and is treated as confidential and not disclosed (without the prior written consent of the Disclosing Party) or used by the Receiving Party or any member of its staff (or, in the case of the Contractor, the Contractor’s Team) or its professional advisors or consultants otherwise than for the purposes of this Contract. Notwithstanding the provisions of clause 11.2 above, ONR may disclose the Confidential Information of the Contractor:
CONFIDENTIALITY AND FREEDOM OF INFORMATION. 25.1 Each party will, subject to clauses 25.2 and 25.3:
25.1.1 keep all Confidential Information secret, safe and secure;
25.1.2 not use or disclose the Confidential Information except for the purposes of performing their obligations under this Contract.
CONFIDENTIALITY AND FREEDOM OF INFORMATION. 9.1 Except where clause 9.2 below applies, the Subscriber will treat the Information disclosed and will require all employees, agents or sub-contractors to also treat it as confidential and not disclose the Information to any third party or use it in any way other than in connection with this Agreement. You agree to use all reasonable efforts to preserve the secrecy and confidentiality of the Information. For the avoidance of doubt “reasonable efforts” shall mean efforts which are equivalent to these which you use to protect your own data of a similar nature, but not less than reasonable care.
9.2 Thrive acknowledges that the Subscriber is subject to the requirements of the Freedom of Information ▇▇▇ ▇▇▇▇ (FOIA) and shall assist and co-operate with the Subscriber (at the Subscribers expense) to enable the Subscriber to comply with its requirements under the FOIA.
9.3 Where Thrive holds Information on behalf of the Subscriber which is the subject of a request under FOIA, Thrive shall be permitted to discuss and agree with the Subscriber the application of appropriate exemptions under FOIA. In the event that Thrive is required to assist the Subscriber to comply with a request, Thrive shall have 5 working days to comply and shall be permitted to levy a reasonable charge.
CONFIDENTIALITY AND FREEDOM OF INFORMATION. Subject always to the terms of the Freedom of Information (Scotland) Act 2002 and to other statutory requirements or Court Order, the Pitstop shall ensure that its employees do not, without the written consent of the CHCP during the period of this SLA or at any time thereafter, divulge to any third party any information which comes into its or their possession in the course of providing the agreed service. In the event of a critical incident, the CHCP will have access to client files. The Pitstop shall treat as private and confidential all and any information marked as private and confidential received from the CHCP or any service user (which shall be deemed to include disagreement and any negotiations relating hereto). The CHCP are committed to meeting their responsibilities under the Freedom of Information (Scotland) Act 2002. Accordingly, all information submitted to the CHCP may require to be disclosed or published by the CHCP. If the Pitstop considers that specific information provided to the CHCP is potentially exempt from disclosure under the Act (where for example it is considered to be commercially confidential), the Pitstop should identify exactly which information it considers to be exempt, state the period of sensitivity and provide justification for its assertions (for example, identify what harm may result from disclosure). The Pitstop should note that the CHCP are not bound by the Pitstop’s views and may in its absolute discretion disclose and/ or publish any such information in order to comply with the Act.
CONFIDENTIALITY AND FREEDOM OF INFORMATION. 20.1 Each party undertakes in respect of Confidential Information for which it is the recipient:-
20.1.1 to treat such information as confidential
20.1.2 Not without the disclosing parties proper written consent to communicate or disclose any part of such information to any person except only to those employees, agents sub-contractors and other suppliers on a need to know basis, who are directly involved in Care Services.
20.2 The Provider acknowledges the commitment of the Purchaser to open government and public access to information. Accordingly, the parties agree that:
20.2.1 the provisions of this condition 20.2 are subject to the respective obligations and commitments of the Purchaser under the Freedom of Information ▇▇▇ ▇▇▇▇ (the FOIA) (as amended from time to time).
20.2.2 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Purchaser;
20.2.3 where the Purchaser is managing a request then it will consult with the Provider in relation to any request for disclosure of recorded information to which this condition applies and in accordance with the guidance referred to in the Code of Practice on the Discharge of Public Authorities Obligations issued under section 45 of the FOIA. The Provider shall co-operate with the Purchaser in making the request and respond within 5 working days to any request for assistance in determining how to respond to the request for disclosure; and
20.3 The Provider will indemnify the Purchaser from and against all claims, losses, expenses, damages and costs arising from the breach of this condition by the Provider, its servants, agents and sub-contractors.
20.4 The obligations in this condition will not apply to Confidential Information:-
20.4.1 in the recipient’s possession (with full right to disclose) before receiving it or;
20.4.2 which is or becomes public knowledge other than by breach of this condition; or
20.4.3 independently developed by the recipient without access to or use of the Confidential Information; or
20.4.4 lawfully received from a third party (with full right to disclosure)
20.5 Where disclosure is permitted, the disclosing party shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as the contained in this Contract.
20.6 The parties acknowledge that the National Audit Office has the right to publish details of this Contract in its reports.
CONFIDENTIALITY AND FREEDOM OF INFORMATION. 9.1 You undertake that you shall not at any time during this agreement and for a period of three years after termination disclose to any person any Confidential Information disclosed to you by CPL Group, except as expressly agreed in writing by the parties.
9.2 Each party may disclose the other party’s Confidential Information:
9.2.1 to its employees, officers, agents, consultants or professional advisors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 9 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
9.2.2 as may be required by law, court order or any governmental or regulatory authority. In particular, both parties acknowledge that either CPC, or the Member Institution may be subject to the Freedom of Information ▇▇▇ ▇▇▇▇ which may require such bodies to disclose details of this agreement.
9.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of any Confidential Information other than those expressly stated in this agreement are granted to any other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly to any Intellectual Property right held, made, obtained or licensable by any party now or in the future.
9.4 You agree at any time on request by CPL Group to make full use of, and to provide all such information as may reasonably be required for, any reporting system(s) of any governmental agency (or the agents thereof) as CPL Group may specify and agrees to co-operate fully at its own expense with CPC in the management and/or operation of such system(s).
CONFIDENTIALITY AND FREEDOM OF INFORMATION. DRAFT
9.1. A party (receiving party) shall keep in strict confidence all technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of this agreement.
9.2. The Company acknowledges that the Council is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and the Company shall assist and co-operate with the Council (at the Council’s expense) to enable the Council to comply with these information disclosure requirements. The Company agrees that it shall not charge costs incurred by the Company where any resource utilised or action taken does not result in costs, or results in only a minor cost, to the Company.
9.3. The Company shall and shall procure that its staff including its subcontractors ,shall:
9.3.1. transfer any Request For Information to the Council as soon as practicable after receipt and in any event within two (2) working days of receiving a Request For Information;
9.3.2. provide the Council with a copy of all information in the Company’s possession or power as reasonably requested by the Council in the form that the Council requires within five (5) working days (or such other period as the Council may specify) of the Council requesting that information; and
9.3.3. provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request For Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Inform...
CONFIDENTIALITY AND FREEDOM OF INFORMATION. 16.1. Each party undertakes that it shall not at any time during the term, and for a period of five years thereafter, disclose to any person any confidential information of any other party concerning the terms or operation of this Agreement.
16.2. Each party may disclose such confidential information of another party:
16.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement; and
16.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
16.4. Each party acknowledges that the other parties are subject to the requirements of FOIA and the Environmental Information Regulations and shall assist and co-operate with the other parties to enable the other parties to comply with those requirements.