Provision Language
SCHEDULE 1: KEY PROVISIONS
28. Publicity and Announcements
28.1 The Supplier shall not:
28.1.1 make any press announcements or publicise this Contract or its contents in any way; or
28.1.2 use the Authority’s name or logo in any promotion or marketing or announcement of orders,
except as required by Law, any government or regulatory authority, any court or other authority of competent jurisdiction, without the prior written consent of the Authority, which shall not be unreasonably withheld or delayed.
28.1.3 The provisions of this Clause shall apply during the continuance of this Contract and indefinitely after its expiry or termination.
SCHEDULE 3: INFORMATION AND DATA PROVISIONS
1. Confidentiality
1.1 In respect of any Confidential Information it may receive directly or indirectly from the other Party (“Discloser”) and subject always to the remainder of Clause 1 of this Schedule 3, each Party (“Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party without the Discloser’s prior written consent provided that:
1.1.1 the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the Commencement Date;
1.1.2 the provisions of Clause 1 of this Schedule 3 shall not apply to any Confidential Information:
(i) which is in or enters the public domain other than by breach of this Contract or other act or omissions of the Recipient;
(ii) which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;
(iii) which is authorised for disclosure by the prior written consent of the Discloser;
(iv) which the Recipient can demonstrate was in its possession without any obligation of confidentiality prior to receipt of the Confidential Information from the Discloser; or
(v) which the Recipient is required to disclose purely to the extent to comply with the requirements of any relevant stock exchange.
1.2 Nothing in Clause 1 of this Schedule 3 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable Law, including the Freedom of Information Act 2000 (“FOIA”), Codes of Practice on Access to Government Information, on the Discharge of Public Authorities’ Functions or on the Management of Records (“Codes of Practice”) or the Environmental Information Regulations 2004 (“Environmental Regulations”).
1.3 The Authority may disclose the Supplier’s Confidential Information:
1.3.1 on a confidential basis, to any Contracting Authority (the Parties agree that all Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Contracting Authority);
1.3.2 on a confidential basis, to any consultant, contractor or other person engaged by the Authority and/or the Contracting Authority receiving such information;
1.3.3 to any relevant party for the purpose of the examination and certification of the Authority’s accounts;
1.3.4 to any relevant party for 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;
1.3.5 to Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirements; or
1.3.6 on a confidential basis, to a proposed successor body in connection with any proposed or actual, assignment, novation or other disposal of rights, obligations, liabilities or property in connection with this Contract;
and for the purposes of this Contract, references to disclosure “on a confidential basis” shall mean the Authority making clear the confidential nature of such information and that it must not be further disclosed except in accordance with Law or this Clause 1.3 of this Schedule 3.
1.4 The Supplier may only disclose the Authority’s Confidential Information, and any other information provided to the Supplier by the Authority in relation to this Contract, to the Supplier’s Staff or professional advisors who are directly involved in the performance of or advising on the Supplier’s obligations under this Contract. The Supplier shall ensure that such Staff or professional advisors are aware of and shall comply with the obligations in Clause 1 of this Schedule 3 as to confidentiality and that all information, including Confidential Information, is held securely, protected against unauthorised use or loss and, at the Authority’s written discretion, destroyed securely or returned to the Authority when it is no longer required. The Supplier shall not, and shall ensure that the Staff do not, use any of the Authority’s Confidential Information received otherwise than for the purposes of performing the Supplier’s obligations in this Contract.
1.5 For the avoidance of doubt, save as required by Law or as otherwise set out in this Schedule 3, the Supplier shall not, without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed), announce that it has entered into this Contract and/or that it has been appointed as a Supplier to the Authority and/or make any other announcements about this Contract.
1.6 Clause 1 of this Schedule 3 shall remain in force:
1.6.1 without limit in time in respect of Confidential Information which comprises Personal Data or which relates to national security; and
1.6.2 for all other Confidential Information for a period of three (3) years after the expiry or earlier termination of this Contract unless otherwise agreed in writing by the Parties.