Common use of CONTRACTING BODY SATISFACTION MONITORING Clause in Contracts

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement in accordance with Clause 26.3. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will 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 Authority’s Confidential Information.

Appears in 3 contracts

Samples: Framework Agreement, Framework Agreement, Framework Agreement

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CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Goods and Services (including the way in which the Goods and Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Goods and Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and/or Lease Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 20 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Authority Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Supplier Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Supplier Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's ’s confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by of this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 20.1 to 19.5 20.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 1920); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 21 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 24 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15clause 16): for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levelsservice levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement and/or Lease Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 20.1 to 19.5 20.5 shall prevent either Party from using any techniques, ideas or Knowknow-How how gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements and/or Lease Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 20.1 to 19.520.5, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in accordance with Clause 26.3writing. Clauses 19.1 20.1 to 19.5 20.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements and/or Lease Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Authority Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and/or Lease Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Authority Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 20.1 to 19.520.5. The Supplier will 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 Authority’s Authority Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call Off Agreement and/or Lease Agreement at any time during the Term at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Clause 20.13.

Appears in 2 contracts

Samples: Framework Agreement, Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement and any Call-Off Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 18 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to of confidentiality under or in connection with this Framework Agreement, the Supplier shall take such action as may be appropriate in the circumstances, circumstances (including the use of disciplinary procedures or removal of Sub-Contractors in serious cases). To the fullest extent permitted by its own obligations of confidentiality to any Supplier Staff, the Supplier shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing the caseany disciplinary or other proceedings) to demonstrate that the Supplier is taking appropriate steps to comply with this ClauseClause 18.6, including copies of any written communications to and/or from Supplier Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 18.1 to 19.5 18.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 1918); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is information independently developed without access to the Confidential Information; or which (without prejudice to Clause 18.5) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosurein accordance with Law, including any requirements for disclosure under Clause 20 19 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 22 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 1514): for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting BodyBody (unless disclosure is required by Law or pursuant to any Call-Off Agreement). The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown Government bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. For the purpose of this Clause 18.10, the Authority’s obligation to use reasonable endeavours shall be met if: in respect of written correspondence it marks the envelope as confidential; or in respect of electronic correspondence it marks the email heading confidential. Nothing in Clauses 19.1 18.1 to 19.5 18.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its or the other Party’s obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 18.1 to 19.518.5, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in accordance with Clause 26.3writing. Clauses 19.1 18.1 to 19.5 18.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 18.1 to 19.518.5. The Supplier will 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 Authority’s Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call-Off Agreement at any time during the Term at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Clause 18.3.

Appears in 1 contract

Samples: Services Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement and any Call-Off Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 18 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to of confidentiality under or in connection with this Framework Agreement, the Supplier shall take such action as may be appropriate in the circumstances, circumstances (including the use of disciplinary procedures or removal of Sub-Contractors in serious cases). To the fullest extent permitted by its own obligations of confidentiality to any Supplier Staff, the Supplier shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing the caseany disciplinary or other proceedings) to demonstrate that the Supplier is taking appropriate steps to comply with this ClauseClause 18.6, including copies of any written communications to and/or from Supplier Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 18.1 to 19.5 18.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 1918); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is information independently developed without access to the Confidential Information; or which (without prejudice to Clause 18.5) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosurein accordance with Law, including any requirements for disclosure under Clause 20 19 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 22 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 1514): for the purpose of the examination and certification of the Authority's accounts; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting BodyBody (unless disclosure is required by Law or pursuant to any Call-Off Agreement). The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown Government bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. For the purpose of this Clause 18.10, the Authority’s obligation to use reasonable endeavours shall be met if: in respect of written correspondence it marks the envelope as confidential; or in respect of electronic correspondence it marks the email heading confidential. Nothing in Clauses 19.1 18.1 to 19.5 18.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its or the other Party’s obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 18.1 to 19.518.5, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in accordance with Clause 26.3writing. Clauses 19.1 18.1 to 19.5 18.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 18.1 to 19.518.5. The Supplier will 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 Authority’s Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call-Off Agreement at any time during the Term at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Clause 18.3.

Appears in 1 contract

Samples: Response Services Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement in accordance with Clause 26.3. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will 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 Authority’s Confidential Information.

Appears in 1 contract

Samples: Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: include:- assessing the level of satisfaction among Contracting Bodies with the supply provision of the Goods and/or Services (including the way in which the provision of the Goods and/or Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier Provider with this Framework Agreementthe Statements of Work; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitledentitled to, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements off Contracts and any other contract between the Contracting Body and the SupplierProvider. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: shall:- treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this the Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this the Framework Agreement. The Supplier Provider shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained from the Authority under or in connection with this Framework Agreement: Agreement:- is given only to the Supplier’s Staff such of its staff and professional advisers or consultants engaged to advise it in connection with this the Framework Agreement as is strictly necessary for the performance of this the Framework Agreement and only to the extent necessary for the performance of the Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff staff or such professional advisers or consultants otherwise than for the purposes of this the Framework Agreement. The Supplier Provider shall ensure that the Supplier Staff its staff or its professional advisers or consultants are aware of the Supplier's Provider’s confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff its staff or professional advisers and consultants comply with the SupplierProvider's confidentiality obligations under this Framework Agreement. At the written request of The Provider shall not use any Confidential Information it receives from the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by of this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 19.4 shall not apply to any Confidential Information received by one Party from the other which: which:- is or becomes public knowledge (otherwise than by breach of this Clause 19clause); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, FOIA or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information)22. Nothing in this Framework Agreement Clauses 19.1 to 19.4 shall prevent the Authority from disclosing the Supplier's any Confidential Information (including obtained from the Management Information obtained under Clause 15): Service Provider:- for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier Provider hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges ; or to any consultant, contractor or other person engaged by the Authority, provided that in disclosing information under sub-paragraphs 19.6.3 and agrees 19.6.4 the Authority discloses only the information which is necessary for the purpose concerned and requests that the information relating to Orders placed by is treated in confidence and that a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even confidentiality undertaking is given where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidentialappropriate. Nothing in Clauses 19.1 to 19.5 19.4 shall prevent either Party from from:- using any techniques, ideas or Knowknow-How how gained during the performance of its obligations under this the Framework Agreement or the Call-Off Agreements Contracts in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights; or disclosing Confidential Information which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations. In the event that the Supplier Provider fails to comply with Clauses 19.1 to 19.519.4, the Authority reserves the right to terminate this Framework Agreement the Contract with effect by notice in accordance with Clause 26.3writing. Clauses 19.1 to 19.5 shall operate 19.4 are without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off AgreementsContracts, the Supplier Provider undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement professional standards and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will 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 Authority’s Confidential Informationpractice.

Appears in 1 contract

Samples: Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Goods and Services (including the way in which the Goods and Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Goods and Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 20 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Authority Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Supplier Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Supplier Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's ’s confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by of this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 20.1 to 19.5 20.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 1920); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 21 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 24 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15clause 16): for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levelsservice levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 20.1 to 19.5 20.5 shall prevent either Party from using any techniques, ideas or Knowknow-How how gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 20.1 to 19.520.5, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in accordance with Clause 26.3writing. Clauses 19.1 20.1 to 19.5 20.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Authority Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Authority Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 20.1 to 19.520.5. The Supplier will 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 Authority’s Authority Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call Off Agreement at any time during the Term at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Clause 20.13.

Appears in 1 contract

Samples: Framework Agreement

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CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements Contracts and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 CONFIDENTIALITY (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Supplier’s Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Supplier’s Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Supplier’s Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing the caseany disciplinary or other proceedings) 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 Supplier’s Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Supplier’s Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 Except to 19.5 the extent set out in this Clause CONFIDENTIALITY (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: to The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. above shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19CONFIDENTIALITY (Confidentiality); is provided for the purpose of obtaining professional advice); was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 TRANSPARENCY (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 FREEDOM OF INFORMATION (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15PROVISION OF MANAGEMENT INFORMATION (Provision of Management Information)): for the purpose of the examination and certification of the Authority's accounts; on a confidential basis for the purpose of obtaining professional advice; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement Contract may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 Except to 19.5 the extent set out in this Clause CONFIDENTIALITY (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: to The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. above shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements Contracts in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 Except to 19.5the extent set out in this Clause CONFIDENTIALITY (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: to The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. above, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in accordance with Clause 26.3writing. Clauses 19.1 Except to 19.5 the extent set out in this Clause CONFIDENTIALITY (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: to The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. above shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off AgreementsContracts, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Call- Off Agreements Contracts and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 Except to 19.5the extent set out in this Clause CONFIDENTIALITY (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: to The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. above. The Supplier will co-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 Authority’s Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call-Off Contract at any time during the Term at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Clause The Supplier shall ensure that the Supplier’s Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier’s Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. above.

Appears in 1 contract

Samples: Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Available Services (including the way in which the Available Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier of the KPIs set out in Schedule 10; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. In addition to the Authority’s right under Clause 20.5 to perform its own survey, the Supplier shall undertake a Contracting Body Satisfaction Survey during the 11th month after the Commencement Date and during the 11th month of each Contract Year thereafter throughout the Term. The Supplier shall provide the Authority with the results of each survey before the anniversary of the Commencement Date each Contract Year. For the purposes of clause 20.6, the Supplier shall not be required to survey any Contracting Body which has used the Supplier Services for less than 6 months. Before conducting a survey under clause 20.6 above, and at least 4 weeks before the start of the 11th month of each Contract Year,, the Supplier shall submit the template of the survey to the Authority for approval (such approval not to be unreasonably withheld). The Supplier shall include, and the Authority shall be entitled to request the inclusion of, any reasonable survey requirements and information to enable it to monitor and assess the criteria set out in Clause 20.5. This shall include sufficiently detailed questions which accurately and proportionately reflect the Supplier’s performance of the Available Services. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or Know-How gained at anytime during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement in accordance with Clause 26.3. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance Term of this Framework Agreement and until the termination or expiry of the last Call-Off Agreement made under this Framework Agreement (whichever is the later), monitor the Supplier’s performance of Call-Off Agreements and will keep using a record range of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result means including (without limitation) mystery shopping of any breach aspect of security in relation to Authority’s Confidential Informationthe Available Services.

Appears in 1 contract

Samples: Framework Agreement

CONTRACTING BODY SATISFACTION MONITORING. The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Digital Services (including the way in which the Services said services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Servicesthose services; monitoring the compliance by the Supplier with this Framework Agreementthe terms of its Tender and of its Catalogue entries; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. PUBLICITY, BRANDING, MEDIA AND OFFICIAL ENQUIRIES The Supplier shall at all times during the Term on written demand indemnify the Authority and keep the Authority fully indemnified against all Losses, incurred by, awarded against or agreed to be paid by the Authority arising out of any Other Contracting Body shall be entitled, but not obliged, to claim or infringement or alleged infringement (including the defence of such infringement or alleged infringement) resulting from the Supplier's use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework AgreementAuthority’s logo. The Supplier shall not make any press announcements or publicise a Call Off Agreement in any way without the Customer’s Approval and shall take all necessary precautions reasonable steps to ensure that all Authority’s its servants, agents, employees, Sub-Contractors, suppliers, professional advisors and consultants comply with this Clause FW-25.2. Any such press announcements or publicity proposed under this Clause FW-25.2 shall remain subject to the rights relating to Confidential Information obtained under and Commercially Sensitive Information. The Supplier (and Affiliates) shall not do or omit to do anything or permit to cause anything to be done or omitted to be done, which may damage the reputation of the Authority or the Customer or diminish the trust that the public places in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with Authority or the Customer. The The Authority may terminate this Framework Agreement as is strictly necessary and/or Customer may terminate the Call Off Agreement for Material Breach, if (in the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request sole opinion of the Authority (which shall not be made unreasonablyor the Customer, as the case may be), the Supplier shall procure that members of the Supplier Staff whom causes, permits, contributes or is in any way connected to material adverse publicity relating to or affecting the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, 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 Staff, the Supplier shall provide such evidence to the Authority as the Authority 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 Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; 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 Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting 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 government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under Customer and/or this Framework Agreement or the Call-Call Off Agreements Agreement, whether or not the act or omission in question was done in connection with the course performance by the Supplier of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rightsobligations hereunder. In the event that the Supplier fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement in accordance with Clause 26.3. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will 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 Authority’s Confidential Information.

Appears in 1 contract

Samples: Services Framework Agreement

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