Common use of Confidentiality Clause in Contracts

Confidentiality. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 9.2 Clause 13 9.1 shall not apply to the extent that: 13.2.1 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 12 42 (Freedom of Information); 13.2.2 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; 13.2.3 9.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 9.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 9.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor 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 Contractor Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 9.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier’s Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 9.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier’s Personnel identified in the Department's DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 9.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 9.6.1 to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 9.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 9.6.3 for the purpose of the examination and certification of the Department's DFID’s accounts; or 13.6.4 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department DFID has used its resources. 13.7 The Department 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 9.6 is made aware of the Department's DFID’s obligations of confidentiality. 13.8 9.8 Nothing in this clause 13 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. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 13.1 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 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. 13.1 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 9.2 Clause 13 9.1 shall not apply to the extent that: 13.2.1 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 12 42 (Freedom of Information); 13.2.2 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; 13.2.3 9.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 9.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 9.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor 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 Contractor Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 9.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier’s Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 9.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier’s Personnel identified in the Department's DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 9.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 9.6.1 to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 9.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 9.6.3 for the purpose of the examination and certification of the Department's DFID’s accounts; or 13.6.4 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department DFID has used its resources. 13.7 The Department 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 9.6 is made aware of the Department's DFID’s obligations of confidentiality. 13.8 9.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 18.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 18.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 18.2 Clause 13 18.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information)Clause 19; 13.2.2 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; 13.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 18.3 The Contractor CONTRACTOR may only disclose the Department's CUSTOMER Confidential Information to the Contractor 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 Contractor CONTRACTOR Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 18.4 The Contractor CONTRACTOR shall not, and shall procure that the Contractor CONTRACTOR Personnel do not, use any of the Department's CUSTOMER Confidential Information received otherwise than for the purposes of this Contract. 13.5 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 the DepartmentCUSTOMER, the Contractor CONTRACTOR shall procure that those members of the Contractor CONTRACTOR Personnel identified in the Department's CUSTOMER’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 18.7 Nothing in this Contract shall prevent the Department CUSTOMER from disclosing the Contractor's CONTRACTOR Confidential Information: 13.6.1 18.7.1 to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 18.7.2 to any consultant, contractor or other person engaged by the Department CUSTOMER or any person conducting an Office of Government Commerce gateway review; 13.6.3 18.7.3 for the purpose of the examination and certification of the DepartmentCUSTOMER's accounts; or 13.6.4 18.7.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department CUSTOMER has used its resources. 13.7 18.8 The Department CUSTOMER shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-sub- contractor to whom the Contractor's CONTRACTOR Confidential Information is disclosed pursuant to clause 13 Clause 18.7 is made aware of the DepartmentCUSTOMER's obligations of confidentiality. 13.8 18.9 Nothing in this clause 13 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. 13.9 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with 18.10 Without prejudice to the provisions application of the FOIAOfficial Secrets Acts 1911 to 1989 to any Confidential Information, the content of this Contract CUSTOMER and the CONTRACTOR acknowledge that any Confidential Information originating from: 18.10.1 the CUSTOMER, its employees, servants or agents is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any the property of the content CUSTOMER; and 18.10.2 the CONTRACTOR, its servants, agents or the CONTRACTOR Personnel is the property of the Contract is exempt from disclosure in accordance with the provisions of the FOIACONTRACTOR. 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. 13.1 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: 13.1.1 20.2.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 20.2.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 20.3 Clause 13 20.2 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 (Freedom of Information)19; 13.2.2 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; 13.2.3 20.3.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 20.3.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 20.4 The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor Contractor’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 Contractor the Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 13.4 20.5 The Contractor shall not, and shall procure that the Contractor Contractor’s Personnel do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this the Contract. 13.5 20.6 At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Contractor’s Personnel identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 13.6 20.7 Nothing in this the Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information:Information (including the Management Information obtained under clause 24): 13.6.1 20.7.1 to any Crown Body or any other Contracting Department. 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 DepartmentAuthority; 13.6.2 20.7.2 to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 20.7.3 for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 20.7.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 20.8 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 20.7 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 20.9 Nothing in this clause 13 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. 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. 13.1 9.2.1 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: 13.1.1 9.2.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 9.2.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 9.2.2 Clause 13 9.2.1 shall not apply to the extent that: 13.2.1 9.2.2.1 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 pursuant to clause 12 Clause 9.4 (Freedom of Information);; or 13.2.2 9.2.2.2 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;; or 13.2.3 9.2.2.3 such information was obtained from a third party without obligation of confidentiality;; or 13.2.4 9.2.2.4 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 13.2.5 9.2.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 9.2.3 The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to those members of the Contractor 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 Contractor Personnel individuals are aware of and shall comply with these obligations as to confidentiality. 13.4 9.2.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier’s Personnel do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this the Legal Services Contract. 13.5 9.2.5 At the written request of the DepartmentCustomer, the Contractor Supplier shall procure that those members of the Contractor Supplier’s Personnel identified in the DepartmentCustomer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this the Legal Services Contract. 13.6 9.2.6 Nothing in this the Legal Services Contract shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential Information:Information (including the Management Information obtained pursuant to clause 27 of the Panel Agreement): 13.6.1 9.2.6.1 to any Crown Body body, or any other Contracting Department. 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 DepartmentOther Panel Customer save as required by Law; 13.6.2 9.2.6.2 to any consultant, contractor or other person engaged by the Department 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 reviewreview or any additional assurance programme; 13.6.3 9.2.6.3 for the purpose of the examination and certification of the Department's Customer‘s accounts; or 13.6.4 9.2.6.4 for any examination pursuant to Section section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Customer has used its resources. 13.7 9.2.7 The Department Customer shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor Contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 Clause 9.2.6 is made aware of the Department's Customer’s obligations of confidentiality. 13.8 9.2.8 Nothing in this clause 13 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. 13.9 The parties acknowledge that, except for 9.2.9 In order to ensure that no unauthorised person gains access to any information which is exempt from disclosure Confidential Information or any data obtained in accordance with the provisions performance of the FOIALegal Services Contract, the content Supplier undertakes to maintain adequate security arrangements that meet the requirements of this Contract is not Confidential Information. Good Industry Practice. 9.2.10 The Department shall be responsible for determining in its absolute discretion whether any Supplier shall, at all times during and after the performance of the content 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 Contract is exempt from disclosure in accordance with the provisions of the FOIA. 13.10 Subject to Supplier's obligations under this 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 9.2 except and to the Contract, to extent that such liabilities have resulted directly from the general publicCustomer's instructions. 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. 13.1 Except ³Confidential Information´is proprietary information disclosed by one party to the extent set out other related to the disclosing party, this Agreement, or the Products. In addition, business plans, pricing information, software in this clause human-readable form, and any other information that, by its nature or where disclosure is expressly permitted elsewhere in this Contracton its face, each reasonably should be understood by the receiving party shall: 13.1.1 treat the other party's to be confidential will be considered Confidential Information whether or not it is so marked. Otherwise, Confidential Information disclosed in documents or other tangible form must be clearly marked as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already in the public domain at the time of disclosure otherwise disclosure, and Confidential Information disclosed in oral or other intangible form must be identified as confidential at the time of disclosure. 13.2 Confidential Information does not include information that is or becomes available without restriction through no wrongful action or inaction. 13.3 $OO &RQILGHQWLDO ,QIRUPDWLRQ UHPDLQV WKH GLVFO request, all Confidential Information (other than by a breach of this Contract; or 13.2.5 it is independently developed without access materials that have been licensed to the other recipient and with respect to which the recipient is in full compliance with its obligations) will be destroyed or returned to the disclosing party's , less a single archival copy which may be used only to address disputes related to that Confidential Information. 13.3 The Contractor 13.4 (DFK SDUW\ ZLOO XVH UHDVRQDEOH HIIRUWV ▇▇ ▇▇ Information to third parties and its employees who do not have a need to know but may only disclose the Department's Confidential Information to the Contractor Personnel extent compelled by process of law, provided that the disclosing party is given advance written notice (unless providing such notice is prohibited by law). Confidentiality obligations under this Agreement with respect to business plans, pricing information and software in human-readable form will continue indefinitely. Otherwise, confidentiality obligations under this Agreement will end three years after the date of disclosure. Protection of Personal Data is set forth in Section 8. 13.5 Either party may disclose Confidential Information to its accountants, lawyers, and other professional advisors; and to its affiliates, consultants, and contractors who are directly involved in the provision of the Services and who have a need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as it to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, further permitted use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure Service; provided that those members of the Contractor Personnel identified each agrees in the Department's notice signs a writing to confidentiality undertaking prior to commencing any work in accordance obligations consistent with this Contract. 13.6 Nothing in this Contract shall prevent the Department from Agreement, including its intellectual property and confidentiality provisions. The disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 party is confidential and is not to be disclosed to a third an intended third-party which is not part beneficiary of any Crown Body or any Contracting Department; 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; 13.6.3 for the purpose of the examination such agreement and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 will have the final decision in its absolute discretionright to directly enforce it. 13.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request 12.5 The Contractor shall ensure that their employees, servants or such professional advisers or consultants are aware of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with Contractor’s obligations under this Contract. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department;other 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-Sub- contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 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 13.3.2 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. 13.2 Clause 13 shall not apply to the extent that: 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosurethird parties, including any requirements for disclosure under the FOIAaffiliated companies, Code of Practice on Access except: 1. when required by retrocessionaires as respects business ceded to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information)this Contract; 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 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. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision performance of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware its obligations or enforcement of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of its rights under this Contract. 13.5 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 the DepartmentConfidential Information, the Contractor 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 Contractor Personnel identified in the Department'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. 13.6 Nothing in E. Notwithstanding the above, this Confidentiality Article and the Access to Records Article of this Contract shall prevent comply with the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 confidentiality and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Department; 13.6.2 to any consultant, contractor or other person engaged non-disclosure agreement previously signed by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 for Company and the purpose Reinsurer (the “NDA”). The provisions of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department NDA shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract prevail in the course event of its normal business to conflict between the extent that provisions of 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 Contract and 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 FOIANDA. 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. 13.1 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: 13.1.1 20.2.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 20.2.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 20.3 Clause 13 20.2 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 (Freedom of Information)19; 13.2.2 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; 13.2.3 20.3.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 20.3.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 20.4 The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor Contractor’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 Contractor the Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 13.4 20.5 The Contractor shall not, and shall procure that the Contractor Contractor’s Personnel do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this the Contract. 13.5 20.6 At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Contractor’s Personnel identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 13.6 20.7 Nothing in this the Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information:Information (including the Management Information obtained under clause 24): 13.6.1 20.7.1 to any Crown Body or any other Contracting Department. 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 DepartmentAuthority; 13.6.2 20.7.2 to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 20.7.3 for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 20.7.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 20.8 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 20.7 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 20.9 Nothing in this clause 13 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. 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. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the 12.5 The Contractor shall procure ensure that those members of the Contractor Personnel identified in the Department'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. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 13.9 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. 13.10 12.10 Subject to Clause 13.912.9, 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 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. 13.12 12.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 13.1 15.1 Except to the extent set out in this clause 15 or where if disclosure or publication is expressly permitted elsewhere in this Contract, the Contract each party shall: 13.1.1 Party shall treat all Confidential Information belonging to the other party's Confidential Information Party as confidential and safeguard it accordingly; and 13.3.2 shall not disclose any Confidential Information belonging to the other party's Confidential Information Party to any other person without the owner's prior written other Party’s consent, except to such persons and to such extent as may be necessary for the performance of the Party’s obligations under the Contract. 13.2 Clause 13 shall not apply 15.2 The Contractor hereby gives its consent for the DFE to publish the whole Contract including from time to time agreed changes to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 15.3 The Contractor may only disclose the DepartmentDFE's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 15.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the DepartmentDFE's Confidential Information received otherwise than for the purposes of this the Contract. 13.5 At 15.5 Clause 15.1 shall not apply to the written request extent that: 15.5.1 such disclosure is a requirement of law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the EIR; 15.5.2 such information was in the possession of the Department, Party making the Contractor shall procure that those members disclosure without obligation of confidentiality prior to its disclosure by the information owner; 15.5.3 such information was obtained from a third party without obligation of confidentiality; 15.5.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of the Contractor Personnel identified in Contract; or 15.5.5 it is independently developed without access to the Departmentother Party's notice signs a confidentiality undertaking prior to commencing any work in accordance with this ContractConfidential Information. 13.6 15.6 Nothing in this Contract clause 15 shall prevent the Department DFE disclosing any Confidential Information obtained from disclosing the Contractor's Confidential Information: 13.6.1 15.6.1 for the purpose of the examination and certification of the DFE’s accounts; 15.6.2 for the purpose of any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the DFE has used its resources; 15.6.3 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities crown body and the Contractor hereby acknowledges that all government departments receiving such Confidential Information shall be entitled to may further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities government departments 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 Department;government department; or 13.6.2 15.6.4 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 DFE provided that in disclosing information under clauses 15.8.3 and 15.8.4 the DFE discloses only the information which is necessary for the purpose of concerned and requests that the examination information is treated in confidence and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesthat a confidentiality undertaking is given where appropriate. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 15.7 Nothing in this clause 13 clauses 15.1 to 15.6 shall prevent either party Party from using any techniques, ideas or know-how gained during the performance of its obligations under the Contract in the course of its normal business business, to the extent that this use does not result in a disclosure of the other party's Party’s Confidential Information or an infringement of IPRthe other Party’s Intellectual Property Rights. 13.9 15.8 The parties acknowledge thatDFE shall endeavour to ensure that any government department, except for any information which employee, third party or sub-contractor to whom the DFE's Confidential Information is exempt from disclosure in accordance with the provisions disclosed pursuant to clause 15.6 is made aware of the FOIA, DFE's obligations of confidentiality. 15.9 If the content of this Contract is Contractor does not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of comply with clauses 15.1 to 15.5 the content of DFE may terminate 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 immediately on notice to the Contract, to the general publicContractor. 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. 13.1 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: 13.1.1 20.6.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 20.6.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 20.6.2 Clause 13 20.6.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 20.8 (Freedom of Information); 13.2.2 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; 13.2.3 20.6.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 20.6.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 20.6.3 The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to the Contractor Personnel Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 20.6.4 The Contractor Supplier shall not, and shall procure that the Contractor Personnel Staff do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this Contract. 13.5 20.6.5 At the written request of the DepartmentCustomer, the Contractor Supplier shall procure that those members of the Contractor Personnel Staff identified in the DepartmentCustomer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 20.6.6 Nothing in this Contract shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential Information: 13.6.1 20.6.6.1 to any Crown Body body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 20.6.6.2 to any consultant, contractor or other person engaged by the Department Customer or any person conducting an Office of Government Commerce gateway review; 13.6.3 20.6.6.3 for the purpose of the examination and certification of the DepartmentCustomer's accounts; or 13.6.4 20.6.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Customer has used its resources. 13.7 20.6.7 The Department Customer shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 20.6.6 is made aware of the DepartmentCustomer's obligations of confidentiality. 13.8 20.6.8 Nothing in this clause 13 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. 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. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request 12.5 The Contractor shall ensure that their employees, servants or such professional advisers or consultants are aware of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with Contractor’s obligations under this Contract. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department;or 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-Sub- contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 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 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 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. 13.3 The Contractor may only disclose 6.2.2. Physically securing any computers, documents, or other media containing the Department's 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 Contractor 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentialitythis contract). 13.4 The Contractor shall not6.3. Upon request by Great Rivers, and shall procure that at the Contractor Personnel do not, use any end of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the DepartmentContract term or when no longer needed, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesGreat Rivers. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 9.2 Clause 13 9.1 shall not apply to the extent that: 13.2.1 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 12 42 (Freedom of Information); 13.2.2 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; 13.2.3 9.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 9.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 9.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor 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 Contractor Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 9.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier’s Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 9.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier’s Personnel identified in the Department's DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 9.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 9.6.1 to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 9.6.2 to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 9.6.3 for the purpose of the examination and certification of the Department's DFID’s accounts; or 13.6.4 9.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department DFID has used its resources. 13.7 The Department 9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 9.6 is made aware of the Department's DFID’s obligations of confidentiality. 13.8 9.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 (a) treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 (b) not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 18.2 Clause 13 18.1 shall not apply to the extent that: 13.2.1 (a) such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 21.5 (Freedom of Information); 13.2.2 (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; 13.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 13.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFramework Agreement; or 13.2.5 (e) it is independently developed without access to the other party's Confidential Information. 13.3 18.3 The Contractor Supplier may only disclose the Department's Authority’s Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 18.4 The Contractor Supplier shall not, and shall procure that the Contractor Personnel its Staff do not, use any of the Department's Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 13.5 18.5 At the written request of the DepartmentAuthority, the Contractor Supplier shall procure that those members of the Contractor Personnel Staff identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this ContractFramework Agreement. 13.6 18.6 Nothing in this Contract Agreement shall prevent the Department Authority from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 (a) to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 (b) to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 (c) for the purpose of the examination and certification of the DepartmentAuthority's accounts; or; 13.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 18.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 5.3.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 18.8 Nothing in this clause 13 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. 13.9 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 accordance with the provisions of the FOIA, the content of this Contract is not Confidential Information. The Department Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. 13.10 Subject to Clause 13.918.12 Notwithstanding any other term of this Framework Agreement, the Contractor Supplier hereby gives his consent for the Department Authority to publish the Contract Framework Agreement in its entiretyentirety (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 ContractAgreement, 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. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request 12.5 The Contractor shall ensure that their employees, servants or such professional advisers or consultants are aware of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with Contractor’s obligations under this Contract. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-Sub- contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 18.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 18.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 18.2 Clause 13 18.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information)Clause 19; 13.2.2 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; 13.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 18.3 The Contractor SERVICE PROVIDER may only disclose the Department's CUSTOMER Confidential Information to the Contractor 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 Contractor SERVICE PROVIDER Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 18.4 The Contractor SERVICE PROVIDER shall not, and shall procure that the Contractor SERVICE PROVIDER Personnel do not, use any of the Department's CUSTOMER Confidential Information received otherwise than for the purposes of this Contract. 13.5 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 the DepartmentCUSTOMER, the Contractor SERVICE PROVIDER shall procure that those members of the Contractor SERVICE PROVIDER Personnel identified in the Department's CUSTOMER’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 18.7 Nothing in this Contract shall prevent the Department CUSTOMER from disclosing the Contractor's SERVICE PROVIDER Confidential Information: 13.6.1 18.7.1 to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 18.7.2 to any consultant, contractor or other person engaged by the Department CUSTOMER or any person conducting an Office of Government Commerce gateway review; 13.6.3 18.7.3 for the purpose of the examination and certification of the DepartmentCUSTOMER's accounts; or 13.6.4 18.7.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department CUSTOMER has used its resources. 13.7 18.8 The Department CUSTOMER shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-sub- contractor to whom the Contractor's SERVICE PROVIDER Confidential Information is disclosed pursuant to clause 13 Clause 18.7 is made aware of the DepartmentCUSTOMER's obligations of confidentiality. 13.8 18.9 Nothing in this clause 13 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. 13.9 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with 18.10 Without prejudice to the provisions application of the FOIAOfficial Secrets Acts 1911 to 1989 to any Confidential Information, the content of this Contract CUSTOMER and the SERVICE PROVIDER acknowledge that any Confidential Information originating from: 18.10.1 the CUSTOMER, its employees, servants or agents is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any the property of the content CUSTOMER; and 18.10.2 the SERVICE PROVIDER, its servants, agents or the SERVICE PROVIDER Personnel is the property of the Contract is exempt from disclosure in accordance with the provisions of the FOIASERVICE PROVIDER. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractAgreement, each party shall: 13.1.1 : treat the other party's Confidential Information as confidential [and safeguard it accordingly]; and 13.3.2 and not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 . Clause 13 8.1 shall not apply to the extent that: 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 pursuant to clause 12 7 (Freedom of Information); 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; 13.2.3 ; such information was obtained from a third party without obligation of confidentiality; 13.2.4 ; such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractAgreement; or 13.2.5 or it is independently developed without access to the other party's Confidential Information. 13.3 . The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 . The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this Contract. 13.5 Agreement. [At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Personnel identified in the DepartmentAuthority's notice signs a confidentiality undertaking prior to commencing any work in accordance with this ContractAgreement. 13.6 ] Nothing in this Contract Agreement shall prevent the Department Authority from disclosing the Contractor's Confidential Information: 13.6.1 : to any Crown Body or any other Contracting DepartmentAuthority. 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 Department; 13.6.2 Authority; to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 ; for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 or for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 . The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 8.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 . Nothing in this clause 13 8 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. 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. 13.1 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: 13.1.1 18.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 18.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 18.2 Clause 13 18.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 21.5 (Freedom of Information); 13.2.2 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; 13.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 18.3 The Contractor Provider may only disclose the Department's Authority’s Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 18.4 The Contractor Provider shall not, and shall procure that the Contractor Personnel its Staff do not, use any of the Department's Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 13.5 18.5 At the written request of the DepartmentAuthority, the Contractor Provider shall procure that those members of the Contractor Personnel Staff identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this ContractFramework Agreement. 13.6 18.6 Nothing in this Contract Agreement shall prevent the Department Authority from disclosing the Contractor's Provider’s Confidential Information: 13.6.1 (a) to any Crown Body or any other Contracting DepartmentBody. 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 Department;a 13.6.2 (b) to any consultant, contractor or other person engaged by the Department Authority or any person conducting an a Cabinet Office of Government Commerce gateway review; 13.6.3 (c) for the purpose of the examination and certification of the DepartmentAuthority's accounts; or; 13.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 18.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentBody, employee, third party or Sub-contractor Contractor to whom the ContractorProvider's Confidential Information is disclosed pursuant to clause 13 18.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 18.8 Nothing in this clause 13 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. 13.9 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 Department Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. 13.10 Subject to Clause 13.918.12 Notwithstanding any other term of this Framework Agreement, the Contractor Provider hereby gives his consent for the Department Authority to publish the Contract Framework Agreement in its entiretyentirety (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 ContractAgreement, 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. 13.1 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: 13.1.1 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 13.3.2 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. 13.2 Clause 13 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already those in the public domain at the time of disclosure otherwise than by a breach of this ContractSection; or 13.2.5 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. 13.3 The c. CP shall not disclose Contractor's information respecting pricing or any information supplied by Contractor may only disclose the Departmentthat is clearly marked "Confidential" to any person except CP's Confidential Information to the Contractor Personnel 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for . For the purposes of this Contract. 13.5 At the written request of the DepartmentPurchase Order, the "CP Confidential Information" shall mean: any and all information, material, or data disclosed to Contractor shall procure that those members of the by CP or its affiliates, or obtained by Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance connection with this Contract. 13.6 Nothing performing its obligations in this Contract shall prevent the Department from disclosing the Contractor'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: 13.6.1 to any Crown Body i. information, knowledge or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 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. 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.CP;

Confidentiality. 13.1 8.1. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this ContractAgreement, each party Party shall: 13.1.1 8.1.1 treat all Confidential Information provided by the other party's Confidential Information Party, a Learning Provider, Permitted Organisation or obtained by a Party, Learning Provider, Third Party or Permitted Organisation through Access to the PLR as confidential and safeguard it accordingly; and 13.3.2 8.1.2 not disclose a Learning Provider’s, Permitted Organisation’s or the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that, other than: 13.2.1 8.1.2.1 to Authorised Users or other staff who need to know such information, provided that before any disclosure takes place the Party disclosing the Confidential Information shall ensure that such Authorised Users or members of staff are made aware of its confidential nature and are subject to undertakings of confidentiality no less onerous than those contained in this Agreement; or 8.1.2.2 where such disclosure is necessarily required under a requirement of Law legal obligation placed upon the party Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 Clause 7 (Freedom of Information);. 13.2.2 such information was in 8.2. Clause 8.1 shall not apply to the possession of extent that the party Party making the disclosure without can prove that such information: 8.2.1 was in their possession and not subject to an obligation of confidentiality prior to its disclosure by the information owner; 13.2.3 such information 8.2.2 was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other partyParty's Confidential Information.; 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision 8.2.3 was received from a Learning Provider, Third Party or Permitted Organisation without breach of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware any obligation of and shall comply with these obligations as to confidentiality; and/or 8.2.4 became public otherwise than through a breach of any obligation of confidentiality. 13.4 The Contractor shall not8.3. Upon the occurrence of any actual, and shall procure that the Contractor Personnel do not, use any suspected or threatened misappropriation or misuse of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information either Party shall promptly consult with the other to other Crown Bodies agree what steps shall be taken to prevent or other Contracting Authorities on terminate such misappropriation or misuse, and take all steps as may be reasonably requested, including the basis that the information is confidential and is not to be disclosed to a third party which is not part institution of any Crown Body disciplinary or any Contracting Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourceslegal proceedings. 13.7 8.4. The Department ESFA shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, employee or third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 Clause 8.3 is made aware of the Department's His obligations of confidentiality. 13.8 Nothing in this clause 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 8.5. The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content this Clause 8 shall remain in force notwithstanding termination 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 FOIAAgreement. 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. 13.1 Except Subject to clause 6 below, the extent set out Participating Site agrees to treat the Results, excluding any Clinical Data of the Study, as Confidential Information of the Sponsor and the Sponsor agrees to treat Personal Data and confidential patient information as Confidential Information. The Receiving Party agrees: To take all reasonable steps to protect the confidentiality of the Confidential Information and to prevent it from being disclosed otherwise than in accordance with this Agreement To ensure that any of its employees, students, researchers, consultants or sub-contractors who participate in the operation of the Study are made aware of, and abide by, the requirement of this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's 4.3.2. To use Confidential Information as confidential solely in connection with the operation of the Agreement and safeguard it accordingly; and 13.3.2 not disclose otherwise, except in the other party's case where the Confidential Information is Personal Data and/or confidential patient information, where it may be used solely on the basis of maintaining the common law duty of confidentiality and in accordance with the requirements of the Data Protection Legislation, including but not limited to an appropriate legal basis/special category condition, appropriate transparency information and that the purpose is not incompatible with the original purpose. Not to disclose Confidential Information in whole or in part to any other person without the owner's Disclosing Party’s prior written consent. 13.2 Clause 13 consent or, where the Confidential Information is Personal Data and/or confidential patient information, without maintaining the common law duty of confidentiality and in accordance with the requirements of the Data Protection Legislation, including but not limited to an appropriate legal basis/special category condition, appropriate transparency information and that the purpose is not incompatible with the original purpose. The provision of clause 4.3 shall not apply to the extent that: 13.2.1 such disclosure is a requirement whole or any part of Law placed upon the party making Confidential Information that is: lawfully obtained by the disclosure, including Receiving Party free of any requirements for disclosure under the FOIA, Code duty of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 13.2.2 such information was confidentiality; already in the possession of the party making Receiving Party and which the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 13.2.3 such information was obtained Receiving Party can show from a third party without obligation of confidentiality; 13.2.4 such information written records was already in its possession (other than as a result of a breach of clause 4.3.1 or 4.3.2); in the public domain at the time (other than as a result of disclosure otherwise than by a breach of this Contractclause 4.3.1 or 4.3.2); or 13.2.5 it is independently developed discovered by employees of the Receiving Party without access to the other party's or use of Confidential Information. 13.3 The Contractor may only disclose ; necessarily disclosed by the Department's Confidential Information Receiving Party pursuant to the Contractor Personnel who are directly involved in the provision a statutory obligation; disclosed with prior written consent of the Services and who need to know Disclosing Party; necessarily disclosed by the information, and shall ensure that such Contractor Personnel are aware Receiving Party by virtue of and shall comply with these obligations its status as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any a public authority in terms of the Department's Confidential Information received otherwise than for FOIA or the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accountsFOI(S)A; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 published in accordance with the provisions of clause 6. The restrictions contained in clauses 4.3 shall remain in force without limit in time in respect of Personal Data and any other information which relates to a patient, his or her treatment and/or medical records. Save as aforesaid and unless otherwise expressly set out in this Agreement, these clauses shall remain in force for a period of 10 years after the FOIA, the content termination or expiry 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 FOIAAgreement. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each 15.1 Each party shallagrees: 13.1.1 treat (a) to maintain the other party's Confidential Information as confidential and safeguard it accordingly; andin strict confidence; 13.3.2 (b) not to disclose the other party's Confidential Information to any other person without third parties except as provided for under this Agreement, or otherwise with the owner's prior written consentconsent of the Discloser; and (c) to use Confidential Information only for the purpose it was provided for, or to carry out its obligations under this Agreement. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 15.2 The Contractor Recipient may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 its employees and consultants, where necessary to carry out its obligations under this Agreement, provided that the information each such employee and consultant is confidential and is not to be disclosed to first bound by a third party which is not part of any Crown Body or any Contracting Department; 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; 13.6.3 for the purpose written agreement that contains provisions at least as protective of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the ContractorDiscloser's Confidential Information is disclosed pursuant as those set out in this Agreement. 15.3 The provisions of this clause 15 will not restrict a Recipient from disclosing Confidential Information if required by any law or regulation, provided that the Recipient makes reasonable efforts to clause 13 is made aware give the Discloser advance notice of the Department's obligations of confidentialityrequired disclosure. 13.8 Nothing in 15.4 On termination of this clause 13 shall prevent either party from using Agreement, the Recipient will promptly carry out to the furthest practical extent, 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 thatfollowing, except for any information which is exempt from disclosure in accordance with the provisions Discloser's request: (a) Return to the Discloser all tangible items and embodiments containing or consisting of the FOIADiscloser's Confidential Information, and all copies thereof (including electronic copies stored on removeable media); (b) Delete or destroy the recipient's copy of the Discloser's Confidential Information; and (c) Notify the Discloser of its compliance with its request. 15.5 In the event the Recipient is unable to fully comply with a request pursuant to clause 15.4, the content of this Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any Recipient will notify the Discloser of the content reasons why, and the steps it will take to ensure confidentiality of the Contract Confidential Information is exempt from disclosure in accordance with maintained. 15.6 All Confidential Information remains the provisions sole and exclusive property of the FOIADiscloser. Each party acknowledges and agrees that nothing in this Agreement will be interpreted as granting any rights to the Recipient, by license or otherwise, over any Confidential Information of the Discloser, or any Intellectual Property or other proprietary rights of the Discloser, except as specified in this Agreement. 13.10 Subject to Clause 13.915.7 Each party acknowledges that the unauthorized use or disclosure of the Discloser's Confidential Information would cause the Discloser irreparable harm and significant damages, the Contractor hereby gives his consent degree of which may be difficult to ascertain. In such a case the Discloser may obtain immediate equitable relief for the Department any unauthorized use or disclosure of its Confidential Information pursuant to publish the Contract clause 16.8 in its entirety, including from time addition to time agreed changes to the Contract, to the general publicany other rights or remedies that it may have. 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. 13.1 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: 13.1.1 17.6.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 17.6.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 17.6.2 Clause 13 17.6.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 17.8 (Freedom of Information); 13.2.2 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; 13.2.3 17.6.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 17.6.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 17.6.3 The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 17.6.4 The Contractor Supplier shall not, and shall procure that the Contractor Personnel Staff do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this Contract. 13.5 17.6.5 At the written request of the DepartmentCustomer (such request not to be made unreasonably), the Contractor Supplier shall procure that those members of the Contractor Personnel Staff identified in the DepartmentCustomer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 17.6.6 Nothing in this Contract shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential InformationInformation (including the Contract Information obtained pursuant to clause 8): 13.6.1 17.6.6.1 to any Crown Body body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 17.6.6.2 to any consultant, contractor or other person engaged by the Department Customer or any person conducting an Office of Government Commerce gateway review; 13.6.3 17.6.6.3 for the purpose of the examination and certification of the DepartmentCustomer's accounts; or 13.6.4 17.6.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Customer has used its resources. 13.7 17.6.7 The Department Customer shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 17.6.6 is made aware of the DepartmentCustomer's obligations of confidentiality. 13.8 17.6.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 13.3.2 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. 13.2 Clause 13 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: 13.2.1 : 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 of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 Clause CO-6 (Freedom of Information); 13.2.2 ; 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; 13.2.3 ; such information was obtained from a third party without obligation of confidentiality; 13.2.4 ; such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractCall-Off Agreement; or 13.2.5 or it is independently developed without access to the other partyParty's Confidential Information. 13.3 The Contractor may only disclose . Nothing in this Call-Off Agreement shall prevent the DepartmentCustomer from disclosing the Supplier's Confidential Information to (including the Contractor Personnel who are directly involved in the provision Management Information obtained under Clause FW-8 (Provision of Management Information) of the Services and who need to know Framework Agreement): for the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any purpose of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request examination and certification of the Department, the Contractor shall procure that those members Customer’s accounts; for any examination pursuant to Section 6(1) of the Contractor Personnel identified in National Audit Act 1983 of the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance economy, efficiency and effectiveness with this Contract. 13.6 Nothing in this Contract shall prevent which the Department from disclosing the Contractor's Confidential Information: 13.6.1 Customer has used its resources; to any Crown Body body or any other Other Contracting DepartmentBody. 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 Department; 13.6.2 Body; or to any consultant, contractor or other person engaged by the Department 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; 13.6.3 for or ERG Gateway review or any additional assurance programme. In the purpose of event that the examination and certification of Supplier fails to comply with Clauses CO-4.1 to Clause CO-4.4, the Department's accounts; or 13.6.4 for any examination pursuant Customer reserves the right to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness terminate this Call-Off Agreement with which the Department has used its resources. 13.7 The Department 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 Department, 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 13 is made aware maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Department's obligations Customer of confidentiality. 13.8 Nothing any breach of security in this clause 13 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. 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. 13.1 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: 13.1.1 (a) treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 (b) not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 18.2 Clause 13 18.2 shall not apply to the extent that: 13.2.1 (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 FOIA or the Environmental Information Regulations pursuant to clause 12 Clause 21.5 (Freedom of Information); 13.2.2 (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; 13.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 13.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFramework Agreement; or 13.2.5 (e) it is independently developed without access to the other partyParty's Confidential Information. 13.3 18.3 The Contractor Provider may only disclose the Department's Authority’s Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 18.4 The Contractor Provider shall not, and shall procure that the Contractor Personnel its Staff do not, use any of the Department's Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 18.5 Nothing in this Contract Agreement shall prevent the Department Authority from disclosing the Contractor's Provider’s Confidential Information: 13.6.1 (a) to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 (b) to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 (c) for the purpose of the examination and certification of the Department's Authority’s accounts; or; 13.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 18.6 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Subsub-contractor to whom the Contractor's Provider’s Confidential Information is disclosed pursuant to clause 13 Clause 18.5 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 18.7 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 a) treat the other party's Parties Confidential Information as confidential and safeguard it accordingly; and 13.3.2 b) not disclose the other party's Parties Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 26.2 Condition 26.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Condition 29 (Data Protection Act and Freedom of InformationInformation Act); 13.2.2 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; 13.2.3 c) such information was obtained from a third party without obligation of confidentiality; 13.2.4 d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 13.2.5 e) it is independently developed without access to the other party's Parties Confidential Information. 13.3 26.3 The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 26.4 The Contractor shall not, and shall procure that the Contractor Personnel its Staff do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this Contract. 13.5 26.5 At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Personnel its Staff identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 26.6 Nothing in this Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information: 13.6.1 a) to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 b) to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 c) for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 26.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 Condition 26.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 26.8 Nothing in this clause 13 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. 13.9 26.9 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with provisions under this Condition 26 are without prejudice to the provisions application of the FOIAOfficial Secrets Acts 1911 to 1989 to any Confidential Information. 26.10 The Contractor must not contravene the Official Secrets ▇▇▇ ▇▇▇▇ 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 content of this Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of Authority reserves the content of right to terminate the Contract is exempt from disclosure by notice in accordance writing with the provisions of the FOIAimmediate effect. 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. 13.1 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: 13.1.1 : treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 and not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 . Clause 13 9.2.1 shall not apply to the extent that: 13.2.1 : 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 pursuant to clause 12 Clause 9.4 (Freedom of Information); 13.2.2 ; 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; 13.2.3 ; or such information was obtained from a third party without obligation of confidentiality; 13.2.4 ; 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 13.2.5 or it is independently developed without access to the other partyParty's Confidential Information. 13.3 . The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to those members of the Contractor 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 Contractor Personnel individuals are aware of and shall comply with these obligations as to confidentiality. 13.4 . The Contractor Supplier shall not, and shall procure that the Contractor Supplier’s Personnel do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this the Legal Services Contract. 13.5 . At the written request of the DepartmentCustomer, the Contractor Supplier shall procure that those members of the Contractor Supplier’s Personnel identified in the DepartmentCustomer's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this the Legal Services Contract. 13.6 . Nothing in this the Legal Services Contract shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential Information: 13.6.1 Information (including the Management Information obtained pursuant to clause 27 of the Panel Agreement): to any Crown Body body, or any other Contracting Department. 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 Department; 13.6.2 Other Panel Customer save as required by Law; to any consultant, contractor or other person engaged by the Department 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; 13.6.3 review or any additional assurance programme; for the purpose of the examination and certification of the Department's Customer‘s accounts; or 13.6.4 or for any examination pursuant to Section section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Customer has used its resources. 13.7 . The Department Customer shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor Contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 Clause 9.2.6 is made aware of the Department's Customer’s obligations of confidentiality. 13.8 . Nothing in this clause 13 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. 13.9 . 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 parties acknowledge thatSupplier 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 for any information which is exempt and to the extent that such liabilities have resulted directly from disclosure in accordance 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 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 FOIAFinance Act 1989. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 13.1 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 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: 13.1.1 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 13.3.2 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. 13.2 Clause 13 8.3 The provisions of sub-clause 8.1 shall not apply to the extent thatto: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information);this Agreement; and/or 13.2.2 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; 13.2.3 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; 13.2.4 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 13.2.5 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. 13.3 8.6 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these foregoing obligations as to confidentialityconfidentiality shall survive any termination under this Agreement, howsoever caused. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 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. 13.1.1 treat 10.2 Except with TSP's agreement, the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 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. 13.2 Clause 13 10.4 Paragraphs 2 and 3 of this clause shall not apply to the extent thatInformation that is: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 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. 13.3 10.5 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, Vendor shall not publicise this Agreement without TSP’s prior written consent and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as any subcontractor is bound by similar confidentiality terms to confidentialitythose in this clause. 13.4 The Contractor 10.6 Either party that has during the course of this Agreement received Information in a recorded form from the other (or has recorded received Information) shall not, and shall procure that return or destroy in a complete irrecoverable mode (at the Contractor Personnel do not, use any option of the Department's Confidential Information received otherwise than for the purposes disclosing party) such records upon: (a) expiry or termination of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accountsAgreement; or 13.6.4 for any examination pursuant to Section 6(1(b) upon earlier request unless such records are part of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesSupplies. 13.7 The Department 10.7 This clause shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 survive termination / expiry 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 FOIAAgreement. 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. 13.1 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: 13.1.1 18.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 18.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 18.2 Clause 13 18.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 21.5 (Freedom of Information); 13.2.2 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; 13.2.3 18.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 18.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 18.3 The Contractor Provider may only disclose the Department's Authority’s Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 18.4 The Contractor Provider shall not, and shall procure that the Contractor Personnel its Staff do not, use any of the Department's Authority’s Confidential Information received otherwise than for the purposes of this ContractFramework Agreement. 13.5 18.5 At the written request of the DepartmentAuthority, the Contractor Provider shall procure that those members of the Contractor Personnel Staff identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this ContractFramework Agreement. 13.6 18.6 Nothing in this Contract Agreement shall prevent the Department Authority from disclosing the Contractor's Provider’s Confidential Information: 13.6.1 (a) to any Crown Body or any other Contracting DepartmentBody. 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 DepartmentBody; 13.6.2 (b) to any consultant, contractor or other person engaged by the Department Authority or any person conducting an a Cabinet Office of Government Commerce gateway review; 13.6.3 (c) for the purpose of the examination and certification of the DepartmentAuthority's accounts; or; 13.6.4 (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 18.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentBody, employee, third party or Sub-contractor Contractor to whom the ContractorProvider's Confidential Information is disclosed pursuant to clause 13 18.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 18.8 Nothing in this clause 13 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. 13.9 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 Department Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. 13.10 Subject to Clause 13.918.12 Notwithstanding any other term of this Framework Agreement, the Contractor Provider hereby gives his consent for the Department Authority to publish the Contract Framework Agreement in its entiretyentirety (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 ContractAgreement, 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. 13.1 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: 13.1.1 29.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 13.3.2 29.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 29.2 Clause 13 29.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 12 Clause 30 (Freedom of Information); 13.2.2 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; 13.2.3 29.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 29.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 29.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor Supplier Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Supplier Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 29.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 29.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier Personnel identified referred to in the Department's notice signs Clause 29.3, respectively sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 29.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 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 Department. 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 to further disclose appropriate in the Confidential Information to other Crown Bodies or other Contracting Authorities course of carrying out its public functions; 29.6.4 on the a confidential 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 Department; 13.6.2 to any professional adviser, consultant, contractor supplier or other person engaged by any of the Department entities described in Clause 29.6.1 (including any benchmarking organisation) for any purpose relating to or any person conducting an Office of Government Commerce gateway reviewconnected with this Contract; 13.6.3 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 to a proposed Successor Body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Contract; or 29.6.7 for the purpose of the examination and certification of DFID’s accounts, and for the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) purposes of the National Audit Act 1983 of the economyforegoing, efficiency and effectiveness with which the Department has used its resourcesreferences 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 under this Clause 29. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 29.7 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 the Grant Recipient shall treat the other party's all Confidential Information belonging to DWP as confidential and safeguard it accordingly; and 13.3.2 shall not disclose the other party's any Confidential Information belonging to DWP to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply consent of DWP, except to the extent that: 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, persons (including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor 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 Contractor Personnel its Permitted Recipients are aware of and shall comply with these the Grant Recipient’s obligations as to confidentialityconfidentiality in this Grant Agreement. 13.4 11.2. The Contractor Grant Recipient shall not, and shall procure that the Contractor Personnel its Permitted Recipients do not, use any of the DepartmentDWP's Confidential Information received otherwise than for the purposes of this Contractthe provision of the Funded Activities. 13.5 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 the DepartmentGrant Recipient redacted), the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior including from time to commencing any work in accordance with time agreed changes to this ContractGrant Agreement. 13.6 11.4. Nothing in this Contract clause 11 shall prevent DWP disclosing any Confidential Information obtained from the Department from disclosing the Contractor's Confidential InformationGrant Recipient: 13.6.1 to any Crown Body or any other Contracting Department11.4.1. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination DWP’s accounts or pursuant to Section section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department DWP has used its resources.; 13.7 The Department shall use all reasonable endeavours 11.4.2. to ensure that any government department, Contracting Departmentconsultant, 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 13 is made aware of the Department's obligations of confidentialityActs. 13.8 11.5. Nothing in this clause 13 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. 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. 13.1 28.1 Except to the extent set out in this clause Clause 28 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 13.1.1 28.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 13.3.2 28.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 28.2 Clause 13 28.1 shall not apply to the extent that: 13.2.1 28.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 12 Clause 29 (Freedom of Information); 13.2.2 28.2.2 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; 13.2.3 28.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 28.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 13.2.5 28.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 28.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor Supplier Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Supplier Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 28.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 28.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier Personnel identified referred to in the Department's notice signs Clause 28.3, respectively sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 28.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 28.6.1 on a confidential basis to any Crown Central Government Body for any proper purpose of DFID or of the relevant Central Government Body; 28.6.2 to Parliament and Parliamentary Committees or if required by any other Contracting Department. All Crown Bodies Parliamentary reporting requirement; 28.6.3 to the extent that DFID (acting reasonably) deems disclosure necessary or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose appropriate in the Confidential Information to other Crown Bodies or other Contracting Authorities course of carrying out its public functions; 28.6.4 on the a confidential 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 Department; 13.6.2 to any professional adviser, consultant, contractor supplier or other person engaged by any of the Department entities described in Clause 28.6.1 (including any benchmarking organisation) for any purpose relating to or any person conducting an Office of Government Commerce gateway reviewconnected with this Contract; 13.6.3 28.6.5 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 14 (Open Book Accounting and Audit), its rights to appoint an advisor pursuant to Clause 45 (Dispute Resolution) and any rights set out in Clause 15 (Exit Management); 28.6.6 on a confidential basis to a proposed Successor Body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Contract; or 28.6.7 for the purpose of the examination and certification of DFID’s accounts, and for the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) purposes of the National Audit Act 1983 of the economyforegoing, efficiency and effectiveness with which the Department has used its resourcesreferences 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 under this Clause 28. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 28.7 Nothing in this clause 13 Clause 28 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. 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. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the 12.5 The Contractor shall procure ensure that those members of the Contractor Personnel identified in the Department'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. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 13.9 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. 13.10 12.10 Subject to Clause 13.912.9, 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 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. 13.12 12.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 13.1 25.1 Except to the extent set out in this clause Clause 25 or where disclosure is expressly permitted elsewhere in this Contract, each party Party shall: 13.1.1 (a) treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 13.3.2 (b) not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 25.2 Clause 13 25.1 shall not apply to the extent that: 13.2.1 (a) 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, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 12 (Freedom Clause 28(Freedom of Information); 13.2.2 (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; 13.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 13.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or; 13.2.5 (e) it is independently developed without access to the other party's Confidential Information. 13.3 25.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor 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 Contractor Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 25.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier’s Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 25.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier’s Personnel identified referred to in the Department's notice signs Clause 25.3, respectively sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 25.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 (a) on a confidential basis to any Crown Central Government Body for any proper purpose of DFID or of the relevant Central Government Body; (b) to Parliament and Parliamentary Committees or if required by any other Contracting Department. All Crown Bodies Parliamentary reporting requirement; (c) to the extent that DFID (acting reasonably) deems disclosure necessary or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose appropriate in the Confidential Information to other Crown Bodies or other Contracting Authorities course of carrying out its public functions; (d) on the a confidential 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 Department; 13.6.2 to any professional adviser, consultant, contractor supplier or other person engaged by any of the Department entities described in Clause 25.6 (a) (including any benchmarking organisation) for any purpose relating to or any person conducting an Office of Government Commerce gateway reviewconnected with this Contract; 13.6.3 (e) 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 31 (Access and Audit), its rights to appoint a Remedial Adviser pursuant to Clause 45 (Dispute Resolution) and Exit Management rights; (f) on a confidential basis to a proposed Successor Body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Contract, and for the purposes of the foregoing, 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 under this Clause 25. (g) for the purpose of the examination and certification of the Department's DFID’s accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department 25.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the ContractorSupplier's Confidential Information is disclosed pursuant to clause 13 25.6 is made aware of the Department's DFID’s obligations of confidentiality. 13.8 25.8 Nothing in this clause 13 25 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. 13.1 32.1 To the extent that either Party discloses Confidential Information to the other the receiving party shall comply with this Clause 32. 32.2 Except to the extent set out in this clause Clause 32 or where disclosure is expressly permitted elsewhere in this Contract, each the receiving party shall: 13.1.1 32.2.1 treat the other party's all Confidential Information belonging to the disclosing party as confidential and safeguard it accordingly; and 13.3.2 32.2.2 not disclose the other party's any Confidential Information belonging to the disclosing party to any other person without Approval of the owner's prior written consentdisclosing party. 13.2 32.3 Subject to Clause 13 32.4, the Supplier may only disclose the Confidential Information of the Authority to: 32.3.1 its Personnel who are directly involved in the provision of the Services and need to know such Confidential Information for the provision of the Services; 32.3.2 its auditors; 32.3.3 its professional advisors for the purposes of obtaining advice in relation to this Contract; and 32.3.4 an assignee (and its employees, professional advisors, auditors or group companies) of the right to receive the Contract Price (together with other rights) in accordance with Clause 53, for purposes relating to the exercise and enforcement of such right. 32.4 Where the Supplier discloses the Confidential Information of the Authority in accordance with Clause 32.3 it shall: 32.4.1 ensure that its Personnel shall not use or exploit any of the Confidential Information received from or on behalf of the Authority otherwise than to enable the performance of the Supplier's obligations under this Contract; 32.4.2 ensure that its auditors and professional advisors shall not use or exploit any of the Confidential Information received from or on behalf of the Authority otherwise than in respect of providing advice to the Supplier in respect of this Contract; 32.4.3 ensure that an assignee of the right to receive the Contract Price (together with other rights) in accordance with Clause 53, and the employees, professional advisors, auditors and group companies of any such assignee, shall not use or exploit any of the Confidential Information received from or on behalf of the Authority otherwise than for purposes relating to the exercise and enforcement of such right; 32.4.4 ensure that its Personnel, auditors and professional advisors, and any assignee and the employees, professional advisors, auditors and group companies of any such assignee as are referred to in Clause 32.3.4, are aware of and comply with the Supplier's confidentiality obligations under this Contract; and 32.4.5 at the written request of the Authority, procure that its Personnel, auditors and professional advisors and any assignee as is referred to in Clause 32.3.4 that the Authority deems necessary sign a confidentiality undertaking on similar terms to this Contract for the benefit of the Authority prior to commencing any work in accordance with this Contract. 32.5 In respect of the Confidential Information of the Authority, the Supplier undertakes: 32.5.1 to maintain adequate security arrangements that meet the requirements of Good Industry Practice, including the security arrangements set out in Schedule 12; 32.5.2 immediately notify the Authority of any breach of security in relation its Confidential Information obtained in the performance of this Contract and shall: (a) keep a record of such breaches; (b) use its best endeavours to recover the Confidential Information however it may have been recorded, which has been lost or corrupted due to any act or omission of the Supplier or its Personnel; (c) co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to the Confidential Information; and (d) at its own expense, alter any security systems used in connection with the performance of this Contract at any time during the Contract Period at the request of the Authority if the Authority believes (acting reasonably) the Supplier has failed to comply with this Clause 32. 32.6 Where the Supplier discloses Confidential Information of the Authority pursuant to Clause 32.3, it shall remain responsible at all times for compliance with the confidentiality obligations set out in this Contract by the persons to whom disclosure has been made. 32.7 Clauses 32.2 shall not apply to any Confidential Information received by one party from another to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 such information 32.7.1 it was in the possession of the party making the disclosure receiving party, without obligation of confidentiality prior restriction as to its disclosure by disclosure, before receiving it from the information ownerdisclosing party; 13.2.3 32.7.2 such information was obtained from a third party without who lawfully acquired it and who is under no obligation of confidentialityrestricting its disclosure; 13.2.4 32.7.3 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; orand/or 13.2.5 32.7.4 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 32.8 Nothing in this Contract shall prevent the Department Authority from disclosing the ContractorSupplier's Confidential Information: 13.6.1 32.8.1 to its Personnel, its professional advisors and Auditors for any purpose relating to or connected with this Contract; 32.8.2 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such Confidential Information body on the understanding that they shall be entitled to further disclose the Supplier's 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 the Crown Body (unless disclosure is required by Law or any Contracting Departmentis permitted under this Contract); 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; 13.6.3 32.8.3 for the purpose of the examination and certification of the Department's accounts; oraccounts of the Authority; 13.6.4 32.8.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Authority has used its resources; 32.8.5 to Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirement; 32.8.6 to the extent that the Authority (acting reasonably) deems disclosure necessary in the course of carrying out its public functions; and/or 32.8.7 to a proposed transferee, assignee or novatee of, or successor in title to the Authority. 13.7 32.9 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third receiving party or Sub-contractor to whom may disclose the Contractor's Confidential Information is of the disclosing party where such Confidential Information must be disclosed pursuant to clause 13 Law (including any requirements for disclosure under FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations) provided that, where a party is made aware seeking to disclose Confidential Information of another under this Clause 32.9. it shall, to the extent permitted by Law, notify the original disclosing party of the Department's obligations full circumstances of confidentialitythe required disclosure and shall co-operate with that disclosing party to limit any such disclosure so far as legally possible. 13.8 32.10 Nothing in this clause 13 Clause 32 shall prevent either party a Party from using any techniques, ideas or knowKnow-how 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 such party's Confidential Information or an infringement of IPRits Intellectual Property Rights. 13.9 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with 32.11 This Clause 32 shall operate without prejudice to and be read subject to the provisions application of the FOIA, the content of this Contract is not Official Secrets Acts 1911 to 1989 to any 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. 13.1 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: 13.1.1 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 13.3.2 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. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 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. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes termination or expiration of this ContractAgreement. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 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: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Supplier providing SA-IAS with Confidential Information. 13.3 The Contractor may only disclose the Department's 10.2. Confidential Information to not in written or other permanent form shall be considered Confidential Information from the Contractor 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 Contractor Personnel are aware of and shall comply prevail over any legends or statements associated with these obligations as to confidentialityConfidential Information received. 13.4 10.4. The Contractor Confidential Information provided by the Supplier in terms of this Agreement, whether in documentary or electronic form, shall notnot be copied, and shall procure that used or reproduced, save with the Contractor Personnel do not, use any express written permission of the Department's Confidential Information received otherwise than for the purposes of this ContractSupplier. 13.5 At the written request of the Department, the Contractor 10.5. SA-IAS shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior limit access to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 to any consultant, contractor or purpose other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 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 either Party; 10.8.3. SA-IAS can show was in its possession prior to the Department's accounts; ordisclosure thereto; 13.6.4 for any examination pursuant 10.8.4. SA-IAS receives from a third party, who has no confidential commitment to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesSupplier. 13.7 The Department 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 Departmentprompt 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 the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 waive compliance with the provisions of the FOIA, the content provision 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 FOIAAgreement. 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. 13.1 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: 13.1.1 20.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 20.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 20.2 Clause 13 20.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 (Freedom of Information)19; 13.2.2 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; 13.2.3 20.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 20.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 20.3 The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor Contractor’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 Contractor the Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 13.4 20.4 The Contractor shall not, and shall procure that the Contractor Contractor’s Personnel do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this the Contract. 13.5 20.5 At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Contractor’s Personnel identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 13.6 20.6 Nothing in this the Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information: 13.6.1 20.6.1 to any Crown Body or any other Contracting Department. 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 DepartmentAuthority; 13.6.2 20.6.2 to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 20.6.3 for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 20.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 20.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 20.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 20.8 Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 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; 13.3.2 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. 13.2 Clause 13 shall not apply third party or to use it to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's disclosing Partner’s Confidential Information. 13.3 16.3 The Contractor receiving Partner may only disclose the Department's disclosing Partner’s Confidential Information: 16.3.1 in connection with any Dispute Resolution Procedure; 16.3.2 to comply with the Law; 16.3.3 to any 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 the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than NHS Bodies for the purposes of carrying out their functions; 16.3.6 as permitted under any other express arrangement or other provision of this ContractAgreement. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified 16.4 The obligations in the Department's notice signs a confidentiality undertaking prior Clause 16 will not apply to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential InformationInformation which: 13.6.1 to any Crown Body 16.4.1 is in or any comes into the public domain other Contracting Department. 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 than by breach of any Crown Body or any Contracting Departmentthis Agreement; 13.6.2 to any consultant, contractor or other person engaged 16.4.2 the receiving Partner can show by its records was in its possession before it received it from the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 for the purpose of the examination and certification of the Department's accountsdisclosing Party; or 13.6.4 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 Public Interest Disclosure Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources1998 in any way whatsoever. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 Except 9.1 Each Party undertakes not to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat use the other partyParty's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes). 9.2 In relation to the Authority's Confidential Information: (a) the Supplier shall treat as confidential all Confidential Information of the Authority supplied under this Agreement. The Supplier shall not divulge any such Confidential Information to any person except to its own employees and safeguard then only to those employees who need to know it accordingly; andfor the Permitted Purposes. The Supplier shall ensure that its employees are aware of, and comply with, this clause 9; 13.3.2 not disclose (b) this clause 9.2 shall remain in full force and effect in the other partyevent of any termination of this Agreement. 9.3 In relation to the Supplier's Confidential Information: (a) the Authority shall treat as confidential all Supplier Confidential Information contained or embodied in the Bespoke Software, or otherwise supplied to the Authority during the performance of this Agreement; (b) the Authority shall not, without the prior written consent of the Supplier, divulge any part of the Supplier's Confidential Information to any person other person without than: (i) the ownerAuthority Representative; and (ii) other employees of the Authority who need to know it; (c) the Authority undertakes to ensure that the persons mentioned in clause 9.3(b) are made aware, before the disclosure of any part of the Supplier's prior written consentConfidential Information, that the same is confidential and that they owe a duty of confidence to the Supplier. 13.2 Clause 13 9.4 The restrictions imposed by clause 9.1, clause 9.2 and clause 9.3 shall not apply to the extent thatdisclosure of any Confidential Information which: 13.2.1 such disclosure (a) 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 now in or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already in hereafter comes into the public domain at the time of disclosure otherwise than by as a result of a breach of this Contractclause 9; (b) before any negotiations or discussions leading to this Agreement was already known by the receiving Party and was obtained or acquired in circumstances under which the receiving Party was not bound by any form of confidentiality obligation; or 13.2.5 it (c) is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body required by law or any other Contracting Department. 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 regulation to be disclosed to a third party which any person who is not part authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing Party to limit disclosure to such authorised person to the extent necessary). 9.5 Each Party shall notify the other Party if any of its staff connected with the provision or receipt of the Services becomes aware of any Crown Body or unauthorised disclosure of any Contracting Department; 13.6.2 Confidential Information and shall afford reasonable assistance to the other Party, at that other Party's reasonable cost, in connection with any consultant, contractor or enforcement proceedings which that other person engaged by the Department or Party may elect to bring against any person conducting an Office of Government Commerce gateway review; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesperson. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 9.6 Nothing in this clause 13 Agreement shall prevent either party Party from using any techniques, ideas or know-how gained during the performance Tools (knowledge of the Contract which is contained in the course unaided memory of its normal business to the extent such Party's personnel) developed or disclosed under this Agreement, provided that this use in doing so such Party does not result in a disclosure breach its obligations of confidentiality under this clause 9 or breach any Intellectual Property Rights of the other partyParty. An individual's Confidential Information or an infringement memory is only unaided with respect to any information if the individual has not retained a copy of IPRthe information and has not intentionally memorised that information other than is required to perform the Services. 13.9 9.7 The parties acknowledge that, except for Supplier may not refer to the Authority or this Agreement in any information which is exempt from disclosure publicity or advertising material without first obtaining the Authority's written consent. 9.8 This clause 9 shall remain in accordance with full force and effect in the provisions event of the FOIA, the content any termination 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 FOIAAgreement. 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. 13.1 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: 13.1.1 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 13.3.2 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. 13.2 Clause 13 8.3 The provisions of sub-clause 8.1 shall not apply to the extent thatto: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information);this Agreement; and/or 13.2.2 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; 13.2.3 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; 13.2.4 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 13.2.5 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. 13.3 8.6 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these foregoing obligations as to confidentialityconfidentiality shall survive any termination under this Agreement, howsoever caused. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 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: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department'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. 13.5 At the written request of the Department, the Contractor shall procure 7.4 The Recipient is responsible for ensuring that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesDiscloser. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom 7.7 For the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 purposes 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.7:

Confidentiality. 13.1 24.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this the Contract, each party Party shall: 13.1.1 24.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 13.3.2 24.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent; 24.1.3 immediately notify the other Party if it suspects unauthorised access, copying, use or disclosure of the Confidential Information; and 24.1.4 notify the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may be a criminal offence under the Bribery Act 2010. 13.2 Clause 13 24.2 The clause above shall not apply to the extent that: 13.2.1 24.2.1 such disclosure is a requirement of the Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information)Regulations; 13.2.2 24.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 13.2.3 24.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 24.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this the Contract; or 13.2.5 24.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 24.3 The Contractor Supplier may only disclose the Department's Purchaser Confidential Information to the Contractor Personnel people who are directly involved in the provision of the Services Performance and who need to know the information, and shall ensure that such Contractor Personnel people are aware of and shall comply with these obligations as to confidentiality. 13.4 . The Contractor Supplier shall not, and shall procure that the Contractor Personnel Supplier’s people do not, use any of the Department's Purchaser Confidential Information received otherwise than for the purposes of this the Contract. 13.5 24.4 The Supplier may only disclose the Purchaser Confidential Information to Supplier’s people who need to know the information, and shall ensure that such people 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 Supplier’s people causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with the 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 Supplier’s people, the Supplier shall provide such evidence to the Purchaser as the Purchaser may reasonably require (though not so as to risk compromising or prejudicing the case) to demonstrate that the Supplier is taking appropriate steps to comply with this clause, including copies of any written communications to and/or from Supplier’s people, and any minutes of meetings and any other records which provide an audit trail of any discussions or exchanges with Supplier’s people in connection with obligations as to confidentiality. 24.5 At the written request of the DepartmentPurchaser, the Contractor Supplier shall procure that those members of the Contractor Personnel Supplier’s people identified in the DepartmentPurchaser's notice request signs a confidentiality undertaking prior to commencing any work in accordance with this the Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 Except to (a) During the extent set out in Term of this clause Agreement, and for the longer of either (i) five (5) years after termination of this Agreement or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat (ii) for so long as the other party's SCRIPSAMERICA Confidential Information as confidential and safeguard it accordingly; and 13.3.2 shall not be publicly known, Supplier shall not use any SCRIPSAMERICA Confidential Information, except to perform its obligations under this Agreement, or disclose the other party's any SCRIPSAMERICA Confidential Information to any third party, except, as authorized in writing by SCRIPSAMERICA or as required by applicable Laws. Upon termination of this Agreement or upon written request by SCRIPSAMERICA, Supplier shall deliver to SCRIPSAMERICA all SCRIPSAMERICA Confidential Information, as well as all documents, media, items and Technology comprising, embodying or relating to SCRIPSAMERICA Confidential Information, as well as any other person without the owner's prior written consentdocuments or things belonging to SCRIPSAMERICA that may be in Supplier’s possession. 13.2 Clause 13 (b) During the Term of this Agreement, and for the longer of either (i) five (5) years after termination of this Agreement or (ii) for so long as the Supplier Confidential Information shall not apply be publicly known, SCRIPSAMERICA shall not use any Supplier Confidential Information, except to perform its obligations under this Agreement, or disclose any Supplier Confidential Information to any third party, except as authorized in writing by Supplier or as required by applicable Laws. Upon termination of this Agreement or upon written request of Supplier, SCRIPSAMERICA shall deliver to Supplier all Supplier Confidential Information, as well as all documents, media, items and Technology comprising, embodying or relating to the extent that:Supplier Confidential Information, as well as any other documents or things belonging to Supplier that may be in SCRIPSAMERICA’s possession. 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach c) The provisions of this Contract; or 13.2.5 it is independently developed without access Section 6.5 shall supersede any other confidentiality agreements between the parties with respect to the subject matter hereof and such confidentiality agreements are hereby terminated as between SCRIPSAMERICA and Supplier. SCRIPSAMERICA and Supplier hereby confirm that all proprietary information previously disclosed by one to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information prior to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes date of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such Confidential Information Agreement 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 deemed SCRIPSAMERICA Confidential Information or an infringement of IPR. 13.9 The parties acknowledge thatSupplier Confidential Information, except for any information which is exempt from disclosure in accordance as applicable, as long as SCRIPSAMERICA or Supplier, respectively, have complied with the provisions of the FOIA, the content of this Contract is not Agreement to protect such SCRIPSAMERICA Confidential Information or Supplier 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. 13.1 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: 13.1.1 11.1.1. treat the other party's Confidential Information as confidential confidential[ and safeguard it accordingly]; and 13.3.2 11.1.2. not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 11.2. Clause 13 11.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 24 (Freedom of Information); 13.2.2 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; 13.2.3 11.2.3. such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 11.2.5. it is independently developed without access to the other party's Confidential Information. 13.3 11.3. The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor 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 Contractor Personnel persons are aware of and shall comply with these obligations as to confidentiality. 13.4 11.4. The Contractor shall not, and shall procure that the Contractor Personnel persons it has employed or engaged do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this Contract. 13.5 11.5. At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Personnel persons it has employed or engaged identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 11.6. Nothing in this Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information: 13.6.1 11.6.1. to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 11.6.2. to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 11.6.3. for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 11.6.4. for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 11.7. The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 Clause 11.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 11.8. Nothing in this clause 13 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. 13.9 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 parties acknowledge that, except for any information which is exempt from disclosure in accordance with provisions under this Clause 11 are without prejudice to the provisions application of the FOIA, the content of this Contract is not Official Secrets Acts 1911 to 1989 to any 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. 13.1 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: 13.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 13.3.2 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. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach performance of this Contract; or 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 Call-Off Agreement. The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to the Contractor 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 Contractor Personnel Supplier Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 . The Contractor Supplier shall not, and shall procure that the Contractor Personnel Supplier Staff do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this Contract. 13.5 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 Law placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-2.5.4 (Transparency) and the 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 Department, Party making the Contractor shall procure that those members disclosure without obligation of confidentiality prior to its disclosure by the Contractor Personnel identified information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in the Departmentpublic domain at the time of disclosure otherwise than by a breach of this Call-Off Agreement; or it is independently developed without access to the other Party's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Confidential Information. Nothing in this Contract Call-Off Agreement shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential Information (including the Management Information obtained under Clause Error: Reference source not found (Provision of Management Information: 13.6.1 ) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s 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 DepartmentBody. 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 Department; 13.6.2 Body; or to any consultant, contractor or other person engaged by the Department 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; 13.6.3 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 any Call-Off Agreement may be published by the Department's accountsCustomer, subject to this Clause CO-1.16; or 13.6.4 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 Act 1983 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 the Department has used its resources. 13.7 The Department 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 Department, 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 13 is made aware maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Department's obligations Customer of confidentiality. 13.8 Nothing any breach of security in this clause 13 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. 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. 13.1 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: 13.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 13.3.2 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. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach performance of this Contract; or 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 Call-Off Agreement. The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to the Contractor 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 Contractor Personnel Supplier Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 . The Contractor Supplier shall not, and shall procure that the Contractor Personnel Supplier Staff do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this Contract. 13.5 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 Law placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the 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 Department, Party making the Contractor shall procure that those members disclosure without obligation of confidentiality prior to its disclosure by the Contractor Personnel identified information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in the Departmentpublic domain at the time of disclosure otherwise than by a breach of this Call-Off Agreement; or it is independently developed without access to the other Party's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Confidential Information. Nothing in this Contract Call-Off Agreement shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential Information (including the Management Information obtained under Clause FW-8 (Provision of Management Information: 13.6.1 ) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s accounts; for any examination pursuant to Section 6(1) of the National Audit ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Customer has used its resources; to any Crown Body body or any other Other Contracting DepartmentBody. 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 Department; 13.6.2 Body; or to any consultant, contractor or other person engaged by the Department 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; 13.6.3 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 any Call-Off Agreement may be published by the Department's accountsCustomer, subject to this Clause CO-4; or 13.6.4 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 Act 1983 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 the Department has used its resources. 13.7 The Department 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 Department, 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 13 is made aware maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Department's obligations Customer of confidentiality. 13.8 Nothing any breach of security in this clause 13 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. 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. 13.1 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: 13.1.1 a) treat the other party's Parties Confidential Information as confidential and safeguard it accordingly; and 13.3.2 b) not disclose the other party's Parties Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 27.2 Condition 27.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Condition 30 (Data Protection Act and Freedom of InformationInformation Act); 13.2.2 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; 13.2.3 c) such information was obtained from a third party without obligation of confidentiality; 13.2.4 d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or 13.2.5 e) it is independently developed without access to the other party's Parties Confidential Information. 13.3 27.3 The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor 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 Contractor Personnel Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 27.4 The Contractor shall not, and shall procure that the Contractor Personnel its Staff do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this Contract. 13.5 27.5 At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Personnel its Staff identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 27.6 Nothing in this Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information: 13.6.1 a) to any Crown Body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 b) to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 c) for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 27.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 Condition 27.5 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 27.8 Nothing in this clause 13 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. 13.9 27.9 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with provisions under this Condition 27 are without prejudice to the provisions application of the FOIAOfficial Secrets Acts 1911 to 1989 to any Confidential Information. 27.10 The Contractor must not contravene the Official Secrets ▇▇▇ ▇▇▇▇ 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 content of this Contract is not Confidential Information. The Department shall be responsible for determining in its absolute discretion whether any of Authority reserves the content of right to terminate the Contract is exempt from disclosure by notice in accordance writing with the provisions of the FOIAimmediate effect. 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. 13.1 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: 13.1.1 14.2.1. treat the other party's Confidential Information as confidential and safeguard it accordingly]; and 13.3.2 14.2.2. not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 14.3. Condition 14.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Condition 33 (Freedom of Information); 13.2.2 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; 13.2.3 14.3.3. such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 14.3.5. it is independently developed without access to the other party's Confidential Information. 13.3 14.4. The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor 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 Contractor Personnel persons are aware of and shall comply with these obligations as to confidentiality. 13.4 14.5. The Contractor shall not, and shall procure that the Contractor Personnel persons it has employed or engaged do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this Contract. 13.5 14.6. At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Personnel persons it has employed or engaged identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 14.7. Nothing in this Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information: 13.6.1 14.7.1. to any Crown Body Body, Overseas Governments‟, or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 14.7.2. to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway a Gateway or other assurance review; 13.6.3 14.7.3. for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 14.7.4. for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 14.8. The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 Condition 14.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 14.9. Nothing in this clause 13 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. 13.9 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 parties acknowledge that, except for any information which is exempt from disclosure in accordance with provisions under this Condition 14 are without prejudice to the provisions application of the FOIA, the content of this Contract is not Official Secrets Acts 1911 to 1989 to any 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. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request 12.5 The Contractor shall ensure that their employees, servants or such professional advisors or consultants are aware of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with Contractor’s obligations under this Contract. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 13.9 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. 13.10 12.10 Subject to Clause 13.912.9, 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 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. 13.12 12.12 The Contractor shall assist and cooperate with the Department to enable the Department to publish this Contract.

Confidentiality. 13.1 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: 13.1.1 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 13.3.2 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. 13.2 Clause 13 8.3 The provisions of sub-clause 8.1 shall not apply to the extent thatto: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information);this Agreement; and/or 13.2.2 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; 13.2.3 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; 13.2.4 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 13.2.5 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. 13.3 8.6 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these foregoing obligations as to confidentialityconfidentiality shall survive any termination under this Agreement, howsoever caused. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 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: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the Contractor other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department'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. 13.5 At 10.2 Clause 10.1 shall not apply to any Confidential Information which: 10.2.1 was generally available to the written request public at the time of the DepartmentPurchaser’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 for disclosure under the Information Legislation, the 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 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 Period, the Contractor will promptly, and in any event within 14 days of such expiry or termination, return to the Purchaser or destroy (at the absolute discretion of the Purchaser) any 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 procure that those members of be entitled to retain Confidential Information to the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior extent it is required to commencing any work in accordance do so for regulatory reasons or for compliance with this ContractLaw. 13.6 10.5 Nothing in this Contract shall Clause 10 will prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 13 shall prevent either party 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. 13.9 10.6 The parties acknowledge that, except for Contractor must immediately notify the Purchaser of any information which is exempt from disclosure 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 the provisions its own internal procedures. 10.8 Notwithstanding expiry of termination of the FOIAAgreement, the content of obligations contained in this Contract is not Confidential Information. The Department Clause 10 shall be responsible for determining continue in its absolute discretion whether any of full force in perpetuity following the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIAPeriod. 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. 13.1 Except 9.1 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: 13.1.1 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 as confidential and safeguard it accordingly; andInformation. 13.3.2 not disclose 9.1.1 Notwithstanding anything else to the other party's contrary herein, any disclosure by OXIS of Confidential Information to any other person without employee, officer or director of OXIS is prohibited unless (i) said individual needs to know the owner's prior information in order for OXIS to perform its obligations or exercise its rights under this Agreement; and (ii) said individual is bound by written consentobligations of confidentiality, non-use and intellectual property ownership to OXIS, no less restrictive as the corresponding obligations binding OXIS hereunder and under the RA; and 9.1.2 Notwithstanding anything else to the contrary herein, any disclosure by OXIS of Confidential Information to any 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 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 obligations of confidentiality, non-use and intellectual property ownership, no less restrictive as the corresponding obligations binding OXIS hereunder and under the RA. 13.2 Clause 13 9.2 The confidentiality obligations contained in Section 9.1 above shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 it is independently developed without access confidentiality to the other party's Confidential Information. 13.3 The Contractor may only disclose ; or (iv) the Department's Confidential Information to disclosed information was independently developed by the Contractor Personnel who are directly involved in the provision Recipient without use of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third other party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 breach 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 FOIAAgreement. 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. 13.1 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:- 13.1.1 (a) treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 (b) not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 15.2 Clause 13 15.1 shall not apply to the extent that: 13.2.1 (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 ▇▇▇ ▇▇▇▇, ‘Code of Practice on Access to Government Information Information’ or the Environmental Information Regulations pursuant to clause 12 (Freedom of Information)Regulations; 13.2.2 (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; 13.2.3 (c) such information was obtained from a third party without obligation of confidentiality; 13.2.4 (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this ContractFunding Agreement; or 13.2.5 (e) it is independently developed without access to the other party's Confidential Information. 13.3 15.3 The Contractor Grant Recipient may only disclose the Department's Secretary of State’s Confidential Information to the Contractor 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 Contractor Grant Recipient Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 15.4 The Contractor Grant Recipient shall not, and shall procure that the Contractor Grant Recipient Personnel do not, use any of the Department's Secretary of State’s Confidential Information received otherwise than for the purposes of this ContractFunding Agreement. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 15.5 Nothing in this Contract Funding Agreement shall prevent the Department Secretary of State from disclosing the ContractorGrant Recipient's Confidential Information: 13.6.1 (a) to any Crown Body body or any other Contracting DepartmentAuthority. 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 DepartmentAuthority; 13.6.2 (b) to any consultant, contractor or other person engaged by the Department or any person conducting an Office Secretary of Government Commerce gateway reviewState; 13.6.3 (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 the Department's Secretary of State’s accounts; or 13.6.4 (h) for any examination pursuant to Section 6(1) or Section 7ZA of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Department Secretary of State has used its resources. 13.7 15.6 The Department Secretary of State shall use all reasonable endeavours to ensure that any Crown Body, government department, Contracting DepartmentAuthority, external auditor, employee, third party or Sub-contractor to whom the ContractorGrant Recipient's Confidential Information is disclosed pursuant to clause 13 15.5 is made aware of the Department's Secretary of State’s obligations of confidentiality. 13.8 Nothing 15.7 The Secretary of State may agree not to disclose specified Confidential Information contained in this clause 13 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. 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.person

Confidentiality. 13.1 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: 13.1.1 20.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 20.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 20.2 Clause 13 20.1 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 (Freedom of Information)19; 13.2.2 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; 13.2.3 20.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 20.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 20.3 The Contractor may only disclose the DepartmentAuthority's Confidential Information to the Contractor Contractor’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 Contractor the Contractor’s Personnel are aware of and shall comply with these obligations as to confidentialitythis clause 20. 13.4 20.4 The Contractor shall not, and shall procure that the Contractor Contractor’s Personnel do not, use any of the DepartmentAuthority's Confidential Information received otherwise than for the purposes of this the Contract. 13.5 20.5 At the written request of the DepartmentAuthority, the Contractor shall procure that those members of the Contractor Contractor’s Personnel identified in the DepartmentAuthority's notice signs sign a confidentiality undertaking on similar terms to the Contract prior to commencing any work in accordance with this the Contract. 13.6 20.6 Nothing in this the Contract shall prevent the Department Authority from disclosing the Contractor's Confidential Information:Information (including the Management Information obtained under clause 45): 13.6.1 20.6.1 to any Crown Body or any other Contracting Department. 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 DepartmentAuthority; 13.6.2 20.6.2 to any consultant, contractor or other person engaged by the Department Authority or any person conducting an Office of Government Commerce gateway review; 13.6.3 20.6.3 for the purpose of the examination and certification of the DepartmentAuthority's accounts; or 13.6.4 20.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department Authority has used its resources. 13.7 20.7 The Department Authority shall use all reasonable endeavours to ensure that any government department, Contracting DepartmentAuthority, employee, third party or Subsub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 20.6 is made aware of the DepartmentAuthority's obligations of confidentiality. 13.8 20.8 Nothing in this clause 13 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. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each 31.1 Confidentiality obligations The party shall: 13.1.1 treat (Recipient) receiving Confidential Information of the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the ownerparty (Owner) will (except with Owner's prior written consent.approval): 13.2 Clause 13 shall (a) not apply use the Confidential Information (nor allow it to the extent that: 13.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including be used) for any requirements for disclosure purpose other than to perform its obligations under the FOIA, Code of Practice on Access to Government Information Supply Agreement or exercise its rights under the Environmental Information Regulations pursuant to clause 12 (Freedom of Information)Supply Agreement; 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further (b) not disclose the Confidential Information to anyone other Crown Bodies than its: (i) Personnel or other Contracting Authorities on Affiliates who have a need-to-know for the basis purposes of fulfilling the Recipient's obligations under the Supply Agreement or exercise its rights under the Supply Agreement; or (ii) professional advisors, upon obtaining a similar undertaking of confidentiality from such advisors. (c) treat, and will ensure that its relevant Personnel and Affiliates treat, the information Confidential Information with the utmost confidence; (d) ensure that its relevant Personnel and Subcontractors are made aware of and are bound in writing by the duty of confidence that is confidential owed by it to the Owner; (e) store and is not to be disclosed to a third party keep all materials containing Confidential Information in secure custody (which is not part appropriate depending upon the form of such materials and the nature of the Confidential Information); and (f) without limiting the above obligations, exercise the same standard of care in the treatment and protection of the Confidential Information as it exercises or should exercise for its own confidential information of a similar nature and sensitivity. (g) on discovery of any Crown Body or any Contracting Department; 13.6.2 to any consultant, contractor or other person engaged breach of this clause by the Department Recipient or any person conducting an Office in possession of Government Commerce gateway review; 13.6.3 for the purpose Confidential Information through Recipient, immediately notify Owner of such breach and co-operate with Owner in every reasonable way to help Owner regain possession of the examination Confidential Information and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used prevent its resourcesfurther unauthorised use or disclosure. 13.7 The Department shall use all reasonable endeavours to ensure that 31.2 Press releases and references Regardless of clause 31.1 (Confidentiality obligations), Supplier will not make any government department, Contracting Department, employee, third party press release or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing offer any customer reference in this clause 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 relation to the extent that this use does not result in a disclosure of Supply Agreement without Telecom's prior written consent, which may be withheld, or granted on such conditions, as Telecom determines. In providing any requested customer reference, Telecom may freely disclose information regarding the other partyProducts and Services and Supplier's Confidential Information or an infringement of IPR. 13.9 The parties acknowledge that, except for performance under any information which is exempt from disclosure in accordance agreement with the provisions of the FOIATelecom or its Affiliates, the content of this Contract is but may 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 FOIAdisclose information regarding Supplier's charges. 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. 13.1 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: 13.1.1 the Grant Recipient shall treat the other party's all Confidential Information belonging to DWP as confidential and safeguard it accordingly; and 13.3.2 shall not disclose the other party's any Confidential Information belonging to DWP to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply consent of DWP, except to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality.information (Permitted 13.4 11.2. The Contractor Grant Recipient shall not, and shall procure that the Contractor Personnel its Permitted Recipients do not, use any of the DepartmentDWP's Confidential Information received otherwise than for the purposes of this Contractthe provision of the Funded Activities. 13.5 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 the DepartmentGrant Recipient redacted), the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior including from time to commencing any work in accordance with time agreed changes to this ContractGrant Agreement. 13.6 11.4. Nothing in this Contract clause 11 shall prevent DWP disclosing any Confidential Information obtained from the Department from disclosing the Contractor's Confidential InformationGrant Recipient: 13.6.1 to any Crown Body or any other Contracting Department11.4.1. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination DWP’s accounts or pursuant to Section section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department DWP has used its resources.; 13.7 The Department shall use all reasonable endeavours 11.4.2. to ensure that any government department, Contracting Departmentconsultant, 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 13 is made aware of the Department's obligations of confidentialityActs. 13.8 11.5. Nothing in this clause 13 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. 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. 13.1 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: 13.1.1 29.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 13.3.2 29.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 29.2 Clause 13 29.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 12 Clause 30 (Freedom of Information); 13.2.2 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; 13.2.3 29.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 29.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 29.3 The Contractor Supplier may only disclose the Department's DFID’s Confidential Information to the Contractor Supplier Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Supplier Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 29.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier Personnel do not, use any of the Department's DFID’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 29.5 At the written request of the DepartmentDFID, the Contractor Supplier shall procure that those members of the Contractor Supplier Personnel identified referred to in the Department's notice signs Clause 29.3, respectively sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 29.6 Nothing in this Contract shall prevent the Department DFID from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 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 Department. 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 to further disclose appropriate in the Confidential Information to other Crown Bodies or other Contracting Authorities course of carrying out its public functions; 29.6.4 on the a confidential 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 Department; 13.6.2 to any professional adviser, consultant, contractor supplier or other person engaged by any of the Department entities described in Clause 29.6.1 (including any benchmarking organisation) for any purpose relating to or any person conducting an Office of Government Commerce gateway reviewconnected with this Contract; 13.6.3 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 to a proposed Successor Body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Contract; or 29.6.7 for the purpose of the examination and certification of DFID’s accounts, and for the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) purposes of the National Audit Act 1983 of the economyforegoing, efficiency and effectiveness with which the Department has used its resourcesreferences 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 under this Clause 29. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 29.7 Nothing in this clause 13 Clause 29 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. 13.1 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: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose context of the other party's Confidential Information to any other person without contractual relationship with the owner's prior written consentSupplier. 13.2 Clause 13 2. The Counterparty shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification contract con- cluded with the Supplier. This information may not be provided to third parties in any way without the express prior written consent of the Department's accounts; orSupplier. 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. 13.6.4 for any examination pursuant 3. The Counterparty shall impose the corresponding duty of confidentiality to Section 6(1) 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 National Audit Act 1983 confidentiality obligation or an already found breach of when the Counter- party is suspected of this. 5. The confidentiality obligation relating to confidential information shall not apply if the Coun- terparty proofs that (a) the confidential information was already known to 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 vi- olation of the economyconfidentiality obligation as described in this article, efficiency and effectiveness with which or (d) this confidential in- formation has been developed by the Department has used its resourcesCounterparty without such co-regulation by the Supplier. 13.7 6. The Department shall use Supplier reserves all reasonable endeavours rights to ensure that any government departmentconfidential information (including copyrights, Contracting Departmentthe right claim the rights to industrial property and parents, employeeusage models, third party 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 Sub-contractor other rights to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware confidential information of the Department's obligations Supplier shall never be granted, regard- less of confidentialitywhether such intellectual property rights already exist at that time. 13.8 Nothing in this clause 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance 7. On request of the Contract in Supplier, the course of its normal business 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. 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. 13.1 Except 4.1 Immunocore shall use its reasonable endeavours to procure that the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shallImmunocore CSO shall not: 13.1.1 treat 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 party's organisation whatsoever (and shall use his best endeavours to prevent the use or communication of) any Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose of Adaptimmune that he creates, develops, receives or obtains during the other party's Confidential Information to any other person without Consultancy Period including the owner's prior written consent. 13.2 Clause 13 shall Works. This restriction does not apply to the extent that: 13.2.1 such disclosure any information that 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already comes in the public domain at other than through the time of disclosure otherwise than by a breach of this ContractCSO’s unauthorised disclosure; or 13.2.5 it is independently developed without access to the 4.1.2 make (other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes benefit of this Contract. 13.5 At 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 written request benefit of the Department, the Contractor shall procure that those members Adaptimmune. Any part of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing such records (and any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving copies of such parts) containing Adaptimmune Confidential Information shall be entitled the property of Adaptimmune and shall be handed over to further disclose Adaptimmune’s Chief Operating Officer by the Confidential Information to other Crown Bodies or other Contracting Authorities CSO 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 Department; 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; 13.6.3 for the purpose termination of the examination and certification Engagement or at the request of Adaptimmune at any time during the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesConsultancy Period. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 4.2 Nothing in this clause 13 Agreement shall prevent either party the CSO 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 disclosing information which he is exempt from entitled to disclose under the Public ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, provided that the disclosure is made in accordance with the provisions of that Act and Adaptimmune is notified of such disclosure requirement and the FOIAdisclosure 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 content prior written consent of this Contract is not 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 Department duty of non-disclosure set out in clauses 4.3 and 4.4 shall not apply to any Confidential Information which (a) is or becomes publicly known without the faulty of any party; or (b) is obtained from a third party 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; or (c) is approved for release in writing by an authorised representative of the other party. 4.6 Adaptimmune and Immunocore may disclose the Confidential Information of the other party where required to do so in order to comply with any court order or regulatory requirement or other statutory obligation. Any disclosure shall be responsible for determining in its absolute discretion whether any of subject, where possible, to prior notification to the content of the Contract is exempt from disclosure in accordance other party and co-operation with the provisions other party to obtain any protective order, obligation of confidence or other protective measure as might be reasonably obtained by the FOIA. 13.10 Subject party owning the Confidential Information required to Clause 13.9, the Contractor hereby gives his consent for the Department be disclosed and in relation to publish the Contract in its entirety, including from time to time agreed changes such Confidential Information. Any disclosure under this clause 4.6 shall only be made to the Contractextent required by the relevant regulatory requirement, to the general publicstatutory obligation or court order. 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. 13.1 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: 13.1.1 29.1.1 treat the other partyParty's Confidential Information as confidential and safeguard it accordingly; and; 13.3.2 29.1.2 not disclose the other partyParty's Confidential Information to any other person without the owner's prior written consent. 13.2 29.2 Clause 13 29.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information or the Environmental Information Regulations and associated codes of practice pursuant to clause 12 Clause 30 (Freedom of Information); 13.2.2 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; 13.2.3 29.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 29.2.5 it is independently developed without access to the other partyParty's Confidential Information. 13.3 29.3 The Contractor Supplier may only disclose the Department's FCDO’s Confidential Information to the Contractor Supplier Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Supplier Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 29.4 The Contractor Supplier shall not, and shall procure that the Contractor Supplier Personnel do not, use any of the Department's FCDO’s Confidential Information received otherwise than for the purposes of this Contract. 13.5 29.5 At the written request of the DepartmentFCDO, the Contractor Supplier shall procure that those members of the Contractor Supplier Personnel identified referred to in the Department's notice signs Clause 29.3, respectively sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 29.6 Nothing in this Contract shall prevent the Department FCDO from disclosing the Contractor's Supplier’s Confidential Information: 13.6.1 29.6.1 on a confidential basis to any Crown Central Government Body for any proper purpose of FCDO or of the relevant Central Government Body; 29.6.2 to Parliament and Parliamentary Committees or if required by any other Contracting Department. All Crown Bodies Parliamentary reporting requirement; 29.6.3 to the extent that FCDO (acting reasonably) deems disclosure necessary or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose appropriate in the Confidential Information to other Crown Bodies or other Contracting Authorities course of carrying out its public functions; 29.6.4 on the a confidential 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 Department; 13.6.2 to any professional adviser, consultant, contractor supplier or other person engaged by any of the Department entities described in Clause 29.6.1 (including any benchmarking organisation) for any purpose relating to or any person conducting an Office of Government Commerce gateway reviewconnected with this Contract; 13.6.3 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 to a proposed Successor Body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Contract; or 29.6.7 for the purpose of the examination and certification of FCDO’s accounts, and for the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) purposes of the National Audit Act 1983 of the economyforegoing, efficiency and effectiveness with which the Department has used its resourcesreferences 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 FCDO under this Clause 29. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 29.7 Nothing in this clause 13 Clause 29 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. 13.1 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: 13.1.1 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 13.3.2 must not disclose the other party's such Confidential Information to any other person without the owner's prior written consentconsent of GCPHN. 13.2 11.2 In giving written consent under Clause 13 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: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 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. 13.3 11.4 The 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 notify the Department's Contractor in writing after the date of this Agreement that certain additional information is to constitute Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department'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. 13.5 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 the Departmentthis Agreement under Clauses 17 or 19.3, the Contractor shall procure 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 Contractor Personnel identified must destroy such items in the Department's notice signs a confidentiality undertaking prior manner specified by GCPHN and promptly certify to commencing any work GCPHN in accordance with this Contractwriting that it has done so. 13.6 Nothing 11.9 For the avoidance of doubt, nothing in this Contract shall prevent Agreement derogates from any obligation the Department Contractor may have under the Privacy ▇▇▇ ▇▇▇▇ (Cth) (Privacy Act) and the Australian Privacy Principles (APPs) in the Privacy Act, as amended from disclosing time to time, in relation to the Contractor's Confidential Information: 13.6.1 to any Crown Body protection of personal information or information that is protected by the Census and Statistics ▇▇▇ ▇▇▇▇ (Cth), or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness confidentiality in dealing with which the Department has used its resourcesinformation. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 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: 13.1.1 : treat the other party's Party’s Confidential Information as confidential and safeguard it accordingly; and 13.3.2 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. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 13.2.2 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach performance of this Contract; or 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 Call-Off Agreement. The Contractor Supplier may only disclose the DepartmentCustomer's Confidential Information to the Contractor 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 Contractor Personnel Supplier Staff are aware of and shall comply with these obligations as to confidentiality. 13.4 . The Contractor Supplier shall not, and shall procure that the Contractor Personnel Supplier Staff do not, use any of the DepartmentCustomer's Confidential Information received otherwise than for the purposes of this Contract. 13.5 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 Law placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the 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 Department, Party making the Contractor shall procure that those members disclosure without obligation of confidentiality prior to its disclosure by the Contractor Personnel identified information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in the Departmentpublic domain at the time of disclosure otherwise than by a breach of this Call-Off Agreement; or it is independently developed without access to the other Party's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Confidential Information. Nothing in this Contract Call-Off Agreement shall prevent the Department Customer from disclosing the ContractorSupplier's Confidential Information (including the Management Information obtained under Clause Error: Reference source not found (Provision of Management Information: 13.6.1 ) of the Framework Agreement): for the purpose of the examination and certification of the Customer’s 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 DepartmentBody. 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 Department; 13.6.2 Body; or to any consultant, contractor or other person engaged by the Department 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; 13.6.3 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 any Call-Off Agreement may be published by the Department's accountsCustomer, subject to this Clause CO-4; or 13.6.4 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 Act 1983 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 the Department has used its resources. 13.7 The Department 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 Department, 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 13 is made aware maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Department's obligations Customer of confidentiality. 13.8 Nothing any breach of security in this clause 13 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. 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. 13.1 Except 7.1 The Supplier shall understand that all discussions with the Supplier and all information gained by the Supplier as a result of the Supplier’s performance under this agreement shall be confidential. The Supplier shall not release reports, documentation, or material prepared required by this agreement without the prior written consent of the 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 the extent set out in this clause use or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information any information related to its eligible customers to any other person without parties except the owner's prior written consent.Department with all applicable state and federal laws dealing with privacy and confidentiality of information related to eligible customers of LIHWAP. This agreement shall immediately be declared null and void if the Supplier is determined to be out of compliance with privacy and confidentiality laws 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 7.4 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and 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 Contractor 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. 13.4 7.5 The Contractor shall notSupplier agrees 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 Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes expiration of this Contract. 13.5 At the written five (5) year period has been completed. Upon request of the Department, the Contractor Supplier shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 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; 13.6.3 for the purpose of the examination and certification permit authorized representatives of the Department's accounts; or 13.6.4 for any examination pursuant , and such other Federal or State agencies as may require such information, to Section 6(1) of have access to such records as may be necessary to confirm the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 Supplier’s compliance 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 FOIAagreement. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 to any consultant, contractor Contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor Contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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. 13.1 12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 12.2 Clause 13 12 shall not apply to the extent that: 13.2.1 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 pursuant to clause 12 Clause 13 (Freedom of Information); 13.2.2 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; 13.2.3 12.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 12.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 12.3 The Contractor may only disclose the Department's Confidential Information to the 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 Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request 12.5 The Contractor shall ensure that their employees, servants or such professional advisers or consultants are aware of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with Contractor’s obligations under this Contract. 13.6 12.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 12.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 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; 13.6.3 12.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 12.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 12.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 12 is made aware of the Department's obligations of confidentiality. 13.8 12.8 Nothing in this clause 13 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. 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. 13.1 8.3.1 Except so far as required by law or, to the extent set out relevant, the regulations of any Recognised Investment Exchange or the Panel on Takeovers and Mergers or any other governmental or regulatory organisation (and in this clause those circumstances the Vendor shall as soon as reasonably practicable after any such announcement or where disclosure is expressly permitted elsewhere in this Contractfiling produce a copy thereof to the Purchaser), each party shallthe Vendor undertakes to the Purchaser and the Company that the Vendor will not, and will procure that no Member of the Vendor’s Group will, at any time after Completion: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not 8.3.1.1 disclose the other party's any Confidential Information to any other person without except to those authorised by the owner's prior written consent. 13.2 Clause 13 shall not apply Company to know and except to those employees, third parties and contractors required to know in order to perform the extent that: 13.2.1 such disclosure is a requirement of Law placed upon services described in 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 pursuant to clause 12 (Freedom of Information)TSA; 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's 8.3.1.2 use any Confidential Information to for the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than Vendor’s own purposes or for the purposes of this Contract. 13.5 At the written request Vendor’s Group or for any purposes other than those of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body Company or any other Contracting DepartmentMember of the Purchaser’s Group; or 8.3.1.3 cause or permit any unauthorised disclosure of any Confidential Information. All Crown Bodies PROVIDED THAT notwithstanding the foregoing, the Purchaser acknowledges that the Vendor is required under the rules of the applicable Recognised Investment Exchange to provide and file publicly historical financial information, including historical financial information of the Company as a “discontinued operation”, whether individually or Contracting Authorities receiving in aggregate with other such discontinued operations of the Vendor and the Purchaser agrees and acknowledges that any such filing shall not be a breach of the foregoing provisions of this clause and further agrees that the Vendor shall not be required to deliver a copy of such filings to the Purchaser unless Company specific and identifiable Confidential Information is set out therein apart and individually. 8.3.2 Except so far as required by law or, to the extent relevant, the regulations of any Recognised Investment Exchange or listing authority or the Panel on Takeovers and Mergers or any other governmental or regulatory organisation (and in those circumstances the Purchaser shall be entitled as soon as reasonably practicable after any such announcement or filing produce a copy thereof to further the Vendor), the Purchaser undertakes to the Vendor that the Purchaser will not, and will procure that no Member of the Group or the Purchaser’s Group will, at any time after Completion: 8.3.2.1 disclose the any Vendor’s Confidential Information to other Crown Bodies or other Contracting Authorities on any person except to those authorised by the basis that the information is confidential and is not Vendor to be disclosed to a third party which is not part of any Crown Body or any Contracting Departmentknow; 13.6.2 to 8.3.2.2 use any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 Vendor’s Confidential Information for the purpose Purchaser’s own purposes or for the purposes of the examination and certification Group or the Purchaser’s Group or for any purposes other than those of the Department's accountsVendor’s Group; or 13.6.4 for 8.3.2.3 cause or permit any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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 unauthorised 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 Vendor’s 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. 13.1 Except 35.1. The provisions of this clause shall not apply to any Confidential Information that: (a) is or becomes generally available to the extent public (other than as a result of its disclosure by the Incard or its Representatives in breach of this clause); (b) was available to Incard on a non-confidential basis before disclosure by Incard; (c) was, is or becomes available to Incard on a non-confidential basis from a person who, to ▇▇▇▇▇▇’s knowledge, is not bound by a confidentiality agreement or is otherwise prohibited from disclosing the information to Incard; or (d) the parties agree in writing is not confidential or may be disclosed; or (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party. 35.2. Incard shall keep your Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (the “Permitted Purpose”); or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 35. 35.3. Incard may disclose your Confidential Information to its Representatives who need to know such Confidential Information for the Permitted Purpose and to its Partners for the purpose of improving its or its Partners business processes, provided that: (a) it informs such Representatives and/or Partners of the confidential nature of the Confidential Information before disclosure; and (b) it procures that its Representatives and/or Partners shall, in relation to any Confidential Information disclosed to them, comply with obligations which are similar to those set out in this clause; and (c) at all times, it is liable for the failure of any Representatives or Partners to comply with the obligations set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent35. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant to clause 12 (Freedom of Information); 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; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor 35.4. Incard may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. 35.5. On termination of this agreement, Incard shall keep your Confidential Information safe and shall not be entitled under an obligation to further disclose return Confidential Information to you or delete the Confidential Information it holds unless required 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 Department; 13.6.2 to any consultant, contractor or other person engaged do so by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourceslaw. 13.7 35.6. The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware provisions of the Department's obligations of confidentiality. 13.8 Nothing in this clause 13 35 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 continue 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 apply after termination 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 FOIAagreement. 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. 13.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 Clause 13 shall not apply to the extent that: 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 pursuant 9.1 Subject to clause 12 (Freedom of Information); 13.2.2 such information was in 9.2, the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 13.2.3 such information was obtained from a third party without obligation of confidentiality; 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 13.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 The Contractor may only disclose the Department's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall Parties must not, and shall procure that the Contractor must ensure their Personnel do not, use or disclose any Confidential Information, other than where and only to the extent such use or disclosure is necessary for the performance of the Study. 9.2 The Institution may use or disclose Confidential Information in any of the Department's Confidential Information received otherwise than following circumstances: (1) for the purposes of this Contract.complying with the Institution’s internal complaint procedures, accident reporting procedures, quality assurance activities, disciplinary procedures or any applicable policy in relation to patient safety, Adverse Events and/or reportable incidents; 13.5 At (2) for the written request purposes of disclosing any material risks identified during the Study or subsequent to it, to Study Subjects, Principal Investigators, medical practitioners administering treatment to Study Subjects, Responsible HRECs and Regulatory Authorities; (3) for the purposes of complying with the requirements of any Regulatory Authority; (4) for the purposes of the Department, the Contractor shall procure that those members monitoring of the Contractor Personnel identified Study by the Responsible HREC; (5) where the Sponsor consents in writing to the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract.disclosure; 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose (6) where 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 has been independently received from a third party which who is not free to disclose it; (7) where the Confidential Information has entered the public domain other than as a result of a breach of this Agreement; (8) as part of any Crown Body or any Contracting Departmenta publication issued under the provisions of clause 11; 13.6.2 (9) where release of the Confidential Information is required by law, with notice as soon as reasonably practical to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway reviewSponsor; 13.6.3 (10) for the purpose purposes of legal advice; and (11) disclosure to the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesInstitution’s insurer. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's 9.3 Where Confidential Information is disclosed pursuant in accordance with clause 9.2(1) or 9.2(4), the Confidential Information must only be used in connection with the legitimate purposes of the Institution, and only disclosed to clause 13 is made those who have a need to know it for such purposes and are obligated to keep the information confidential. 9.4 The parties are responsible for ensuring that their Personnel are aware of the Department's obligations in respect of confidentiality. 13.8 Nothing Confidential Information in this clause 13 shall prevent either party from using any techniques9, ideas or know-how gained during the performance of the Contract and are bound in the course of its normal business similar terms to the extent that this use does keep such information confidential, but are not result in a disclosure of the other party's Confidential Information or an infringement of IPRresponsible if those Personnel deliberately and intentionally fail to observe those restrictions. 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. 13.1 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: 13.1.1 23.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 23.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent. 13.2 23.2 Clause 13 23.1 shall not apply to the extent that: 13.2.1 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, Code of Practice on Access to Government Information FOIA or the Environmental Information Regulations pursuant to clause 12 212 (Freedom of Information); 13.2.2 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; 13.2.3 23.2.3 such information was obtained from a third party without obligation of confidentiality; 13.2.4 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 13.2.5 23.2.5 it is independently developed without access to the other party's Confidential Information. 13.3 23.3 The Contractor Consultant may only disclose the DepartmentTfGM's Confidential Information to the Contractor Consultant Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Contractor Consultant Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 23.4 The Contractor Consultant shall not, and shall procure that the Contractor Consultant Personnel do not, use any of the DepartmentTfGM's Confidential Information received otherwise than for the purposes of this ContractAgreement. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department23.5 The Consultant may only disclose TfGM's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the 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 Department; 13.6.2 exchanges with Consultant Personnel in connection with obligations as to any consultant, contractor or other person engaged by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resources. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 23.6 Nothing in this clause 13 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. 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. 13.1 Except 7.1 The Recipient shall maintain, and will cause its employees to maintain, the confidentiality of all CONFIDENTIAL INFORMATION received from the Disclosing Party under this Agreement using the same care and safeguards with respect to such CONFIDENTIAL INFORMATION as is used to maintain the confidentiality of its own information of like character, but in no event less than reasonable care. This obligation of confidentiality shall extend for the longest period of (i) ten (10) years from the effective date of this Agreement, or (ii) three (3) years from the expiration of this Agreement, or (iii) three (3) years from the termination of this Agreement. CONFIDENTIAL INFORMATION received under this Agreement shall be disclosed by the Recipient only to its employees to whom disclosure is necessary to facilitate the purposes of this Agreement. The Recipient warrants that all of its employees, agents, consultants, or representatives who shall have access to CONFIDENTIAL INFORMATION shall have been advised of their obligations under this Agreement. Further, the Recipient warrants that all of its employees, agents, consultants, or representatives who shall have access to CONFIDENTIAL INFORMATION are bound by written agreements to maintain such information in confidence and not to use such information except as expressly permitted herein. 7.2 As to any material or equipment submitted to the extent set out Recipient by the Disclosing Party that is identified as CONFIDENTIAL INFORMATION by the Disclosing Party, the Recipient shall not analyze such sample chemically, microscopically, or in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall: 13.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and 13.3.2 not disclose the other party's Confidential Information to any other person without way that might reveal information other than that which is apparent from unaided visual examination or from tests relating to its performance, unless such analysis is reasonably required by the owner's prior written consentRecipient to carry out the conversion process. 13.2 Clause 13 7.3 The obligations of confidentiality under this Agreement shall not apply to the extent that: 13.2.1 such disclosure CONFIDENTIAL INFORMATION that (a) 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 pursuant to clause 12 (Freedom of Information); 13.2.2 such information was in the possession public domain without fault of the party making Recipient, or (b) was known to the disclosure without obligation of confidentiality prior to its disclosure Recipient before receipt from the Disclosing Party as demonstrated by written business records, or (c) is independently developed by the information owner; 13.2.3 such information was obtained from Recipient, or (d) is disclosed to the Recipient by a third party without obligation restriction, or (e) is inherently disclosed in connection with the marketing, selling, leasing, distributing, using, maintaining, or operating of confidentiality;LICENSED PRODUCTS or the practice of LICENSED METHODS. 13.2.4 such information was already 7.4 The title to all CONFIDENTIAL INFORMATION provided to the Recipient by the Disclosing Party shall remain vested in the public domain at Disclosing Party. If the time Disclosing Party requests the return of disclosure otherwise than by a breach of this Contract; or 13.2.5 it is independently developed without access any tangible CONFIDENTIAL INFORMATION, the Recipient shall return all such CONFIDENTIAL INFORMATION to the other partyDisclosing Party within thirty (30) days following the Disclosing Party's Confidential Informationrequest. However, the Recipient may retain in the office of its legal counsel one copy of written information for record purposes only. 13.3 7.5 The Contractor may only disclose Recipient shall not be liable for disclosure of CONFIDENTIAL INFORMATION in compliance with any governmental statute, regulation, order, or decree of a court or other governmental body; provided, however, that the Department's Confidential Information Recipient shall give reasonable notice to the Contractor Personnel who are directly involved Disclosing Party before the Recipient's compliance with such statute, regulation, order, or decree. 7.6 A Recipient shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any proscribed country listed in the provision of the Services and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. 13.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Department's Confidential Information received otherwise than for the purposes of this Contract. 13.5 At the written request of the Department, the Contractor shall procure that those members of the Contractor Personnel identified in the Department's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract. 13.6 Nothing in this Contract shall prevent the Department from disclosing the Contractor's Confidential Information: 13.6.1 to any Crown Body or any other Contracting Department. 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 Department; 13.6.2 to any consultant, contractor or other person engaged U.S. Export Administration Regulations unless properly authorized by the Department or any person conducting an Office of Government Commerce gateway review; 13.6.3 for the purpose of the examination and certification of the Department's accounts; or 13.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Department has used its resourcesU.S. Government. 13.7 The Department shall use all reasonable endeavours to ensure that any government department, Contracting Department, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 13 is made aware of the Department's obligations of confidentiality. 13.8 Nothing in this clause 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.