CONFIDENTIALITY AND TRANSPARENCY Clause Samples
The confidentiality and transparency clause establishes the rules for handling sensitive information and the degree of openness between the parties. Typically, it requires each party to protect confidential data from unauthorized disclosure while also outlining circumstances where information must be shared, such as for regulatory compliance or reporting purposes. This clause balances the need to safeguard proprietary or private information with the obligation to maintain honest and open communication, thereby protecting business interests while fostering trust and accountability.
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CONFIDENTIALITY AND TRANSPARENCY.
29.1 The Service Provider agrees in respect of Confidential Information disclosed pursuant to this Agreement or discovered further to the operation of this Agreement:
29.1.1 to keep the Confidential Information in strict confidence and secrecy;
29.1.2 not to use the Confidential Information save for complying with its obligations under this Agreement;
29.1.3 subject to clause 29.1.4, not to disclose the Confidential Information to a Third Party without prior written consent of the Authority (save that the Service Provider may disclose Confidential Information to any sub-contractors it appoints pursuant to clause 28 who of necessity need the same in the performance of this Agreement subject to the Service Provider ensuring such sub-contractor is bound legally by obligations of confidentiality with regard to the Confidential Information disclosed to it no less restrictive than the provisions of this clause 29), provided always that the Service Provdier shall ensure that Supplier Data submitted to the Supplier- Side Services for access by the Supplier, shall be governed by the Service Provider’s confidentiality agreement to be put in place with such Supplier in place of the provisions of this clause 29.1.3 (but which shall contain terms no less restrictive than the provisions of this clause 29) and the Service Provider shall ensure that such Supplier Data held by the Service Provider shall be subject to data security provisions no less stringent than those described in Schedule 8 (Security Policy) shall continue to apply to it; and
29.1.4 to restrict the disclosure of the relevant and necessary parts of the Confidential Information to such of its employees, agents and sub- contractors (including persons who are appointed from time to time by the Authority to maintain the System) who of necessity need the same in the performance of this Agreement and in such circumstances to ensure that such employees, agents and sub- contractors are aware of the confidential nature of the Confidential Information subject to any such agents and sub-contractors providing the Service Provider with an undertaking to keep the Confidential Information disclosed to it confidential in similar terms to the provisions of this clause 29.
29.2 The obligations set out in clause 29.1 shall not apply to any Confidential Information which:
29.2.1 the Service Provider can show by documentary evidence was already in its lawful possession and at its free disposal otherwise than directly or in...
CONFIDENTIALITY AND TRANSPARENCY. 15.1 For the purposes of this clause 15 and clause 14,“Confidential Information” means all information (whether written or oral and whether received before or after the date of this Agreement) that by its nature may reasonably be regarded as confidential to a Party (or relevant member of its Group), whether commercial, financial, technical or otherwise, including information which relates to the business affairs, customers, suppliers, products, software, telecommunications, networks, trade secrets, know-how or personnel of the relevant party and for the purposes of this clause 15:
CONFIDENTIALITY AND TRANSPARENCY. The Consultant shall not disclose any Confidential Information to any third party:
(a) except to those of its Affiliates or Personnel who have a need to know such Confidential Information for the purpose of performing obligations under the Contract and have agreed to undertakings of confidentiality equivalent to this clause 12; or
(b) unless the Confidential Information (i) was obtained from a third party who did not owe a duty of confidentiality to UNICEF; (ii) is in the public domain otherwise than through the Consultant’s act or default or the acts or defaults of the Affiliates or Personnel; (iii) was known by the Consultant prior to disclosure by UNICEF; or (iv) at any time is developed by the Consultant completely independently of any disclosures under the Contract. If the Consultant receives a request for disclosure of any Confidential Information pursuant to any judicial, court, arbitration or law enforcement process, before any such disclosure is made, the Consultant shall give UNICEF sufficient notice of such request in order to allow UNICEF to (i) have a reasonable opportunity to secure the intervention of the relevant national government to prevent disclosure and/or (ii) take such other action as may be appropriate. The Consultant shall not use the Confidential Information for any purpose other than the performance of its obligations under this Contract and shall not make any use prejudicial to UNICEF of any Confidential Information. The Consultant acknowledges (and shall enable UNICEF to achieve) the commitment to transparency as outlined in UNICEF’s Information Disclosure Policy as published on UNICEF’s Supply Website from time to time.
CONFIDENTIALITY AND TRANSPARENCY. 35.1 The Contractor acknowledges that during the Term it may acquire or receive Confidential Information of the Authority, a member of the TfL Group or the MPS (“Authority Confidential Information”). The Contractor undertakes that it will:
35.1.1 receive and/or maintain the Authority Confidential Information in strictest confidence and it acknowledges that such information is of a proprietary and confidential nature;
35.1.2 not use the Authority Confidential Information for any purposes whatsoever other than for the proper performance of its obligations under this Contract;
35.1.3 not disclose the Authority Confidential Information to any Third Party without the prior written consent of the Authority, except that the Contractor is entitled to disclose the Authority Confidential Information to the extent strictly necessary to such of the Contractor Personnel who need to know the Authority Confidential Information for the performance of the Contractor’s obligations under this Contract, provided that the Contractor will be responsible for any breach of its obligations occasioned by any act or omission of any Contractor Personnel.
35.2 The Contractor will ensure that any Contractor Personnel to whom the Authority Confidential Information is disclosed complies with the provisions of this Clause 35.
35.3 The Contractor acknowledges that damages would not be an adequate remedy for any breach of Clause 35.1 and that (without prejudice to all other remedies which the Authority may be entitled to as a matter of law) the Authority will be entitled to the remedies of injunction, specific performance and other equitable relief to enforce the provisions of Clause 35.1 and no proof of special damages will be necessary for the enforcement of the provisions of this Clause.
35.4 The Authority will maintain the confidence of the Confidential Information disclosed by the Contractor to the Authority, as set out in Schedule 8 (the “Contractor Confidential Information”), except that the Authority may:
35.4.1 use the Contractor Confidential Information to the extent necessary to obtain the benefit of the Contractor’s performance under this Contract;
35.4.2 disclose the Contractor’s Confidential Information to any member of the TfL Group or the MPS; and
35.4.3 disclose the Contractor Confidential Information pursuant to Clauses 35.6 and 37.
35.5 The obligations on a Party set out in this Clause 35 will not apply to any Confidential Information:
35.5.1 which either of the Parties c...
CONFIDENTIALITY AND TRANSPARENCY. 31.1 Subject to clauses 31.3, 31.6 and 32, the Parties shall keep confidential:
31.1.1 the terms of this Framework Agreement; and
31.1.2 any and all Confidential Information that they may acquire in relation to the other.
31.2 The Service Provider will not use the Contracting Authority’s Confidential Information for any purpose other than to perform its obligations under this Framework Agreement. The Service Provider will ensure that its officers and employees comply with the provisions of clause 31.1.
31.3 The obligations set out in clause 31.1 will not apply to any Confidential Information:
31.3.1 which either of the Parties can demonstrate is in the public domain (other than as a result of a breach of this clause 31);
31.3.2 which a Party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure; or
31.3.3 to the extent that such disclosure is to the Secretary for Transport (or the government department responsible for public transport in London for the time being) the Office of Rail Regulation, or any person or body who has statutory responsibilities in relation to transport in London and their employees, agents and Sub-Contractors.
31.4 Each Party shall keep secure all materials containing any information in relation to the Framework Agreement, each Call-Off Contract and its performance.
31.5 The Service Provider shall not communicate with representatives of the general or technical press, radio, television or other communications media in relation to the existence of the Framework Agreement or any Call-Off Contracts or that it is providing the Deliverables and other Services to the Contracting Authority or in relation to any matter under or arising from the Framework Agreement or any Call-Off Contracts unless specifically granted permission to do so in writing by the Contracting Authority. The Contracting Authority shall have the right to approve any announcement before it is made.
31.6 The Service Provider acknowledges that the Contracting Authority is subject to the Transparency Commitment. Accordingly, clause 32 shall take precedence over this clause 31.
31.7 The provisions of this clause 31 will survive any termination or expiry of the Framework Agreement and the Call-Off Contracts made under it for a period of 6 years from the expiry or termination of each.
CONFIDENTIALITY AND TRANSPARENCY. 27.1 For the purposes of this Clause 27, the term "Disclosing Party" shall mean a Party which discloses or makes available directly or indirectly its Confidential Information and "Recipient" shall mean the Party which receives or obtains directly or indirectly Confidential Information.
27.2 Except to the extent set out in this Clause 27 or where disclosure is expressly permitted elsewhere in the Agreement, the Recipient shall:
27.2.1 treat the Disclosing Party's Confidential Information as confidential and keep it in secure custody (which is appropriate depending upon the form in which such materials are stored and the nature of the Confidential Information contained in those materials);
27.2.2 not disclose the Disclosing Party's Confidential Information to any other person except as expressly set out in the Agreement or without obtaining the owner's prior written consent;
27.2.3 not use or exploit the Disclosing Party's Confidential Information in any way except for the purposes anticipated under the Agreement; and
27.2.4 immediately notify the Disclosing Party if it suspects or becomes aware of any unauthorised access, copying, use or disclosure in any form of any of the Disclosing Party's Confidential Information.
27.3 The Recipient shall be entitled to disclose the Confidential Information of the Disclosing Party where:
27.3.1 the Recipient is required to disclose the Confidential Information by Law, provided that Clause 28 shall apply to disclosures required under the FOIA or the ElRs;
27.3.2 the need for such disclosure arises out of or in connection with:
(i) any legal challenge or potential legal challenge against the Authority arising out of or in connection with the Agreement;
(ii) the examination and certification of the Authority's accounts (provided that the disclosure is made on a confidential basis) or for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority is making use of the Services under the Agreement; or
(iii) the conduct of a Central Government Body review in respect of the Agreement; or
27.3.3 the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010 and the disclosure is being made to the Serious Fraud Office.
27.4 If the Recipient is required by law to make a disclosure of Confidential Information, the Recipient shall as soon as reasonably...
CONFIDENTIALITY AND TRANSPARENCY. 21.1 For the purposes of this Clause the following expressions have the corresponding meanings:
CONFIDENTIALITY AND TRANSPARENCY. 1Subject to clause 23.2, each Party shall keep confidential, all matters relating to this Contract and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matters relating hereto.
CONFIDENTIALITY AND TRANSPARENCY. Subject to clause 40.2, the Parties shall keep confidential all matters relating to this Agreement and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matters relating hereto. Clause 40.1 shall not apply to any disclosure of information: required by Law, provided that clause 41 (Freedom of Information) shall apply to any disclosures required under the Information Laws; that is reasonably required by persons engaged by a party in the performance of such party’s obligations under this Agreement; where a party can demonstrate that such information is already generally available and in the public domain otherwise than as a result of a breach of clause 40.1; by the Commissioners of any document to which it is a party and which the Parties to this Agreement have agreed contains no commercially sensitive information; to enable a determination to be made under Section 9 (Dispute resolution); which is already lawfully in the possession of the receiving party prior to disclosure by the disclosing party; by the Commissioners to any other department, office or agency of the Government; and by the Commissioners relating to this Agreement and in respect of which the Provider has given its prior written consent to disclosure. The Provider acknowledges that the Commissioners are subject to transparency obligations which require the Commissioners to publish certain Agreement information and materials. Accordingly, and notwithstanding any other term of this Agreement, the Provider hereby gives its consent for the Commissioners to publish this Agreement and its schedules in its entirety, including from time to time agreed changes to this Agreement (save and except such matters as the Commissioners is by law able to exclude as being confidential, commercially sensitive, or otherwise not in the public interest to disclose), to the general public in whatever form the Commissioners decides. The Provider shall render such assistance and cooperate with the Commissioners to enable such publication, including, if the Commissioners so requires, assisting the Commissioners at no additional costs to the Commissioners in the redaction of such documents prior to publication to eliminate material considered confidential, commercially sensitive, or otherwise not in the public interest to disclose. Subject to clauses 42 (Data Protection) and 43.2.16 (Data Processor Obligations), on or before the Expiry Date the Provider sh...
CONFIDENTIALITY AND TRANSPARENCY. The following definitions shall apply in respect of this Clause 40: