Common use of AND AUDIT ACCESS Clause in Contracts

AND AUDIT ACCESS. The Contractor shall keep and maintain until six years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Contractor shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. The Contractor shall afford the Authority (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. The Contractor shall provide such records and accounts (together with copies of the Contractor's published accounts) during the Term and for a period of six years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor. Subject to the Authority's rights of confidentiality, the Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Contractor and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Contractor in which case the Contractor shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 18CONFIDENTIALITY 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. 18.2 Clause 18.2 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 21.5 (Freedom of Information); (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) such information was obtained from a third party without obligation of confidentiality; (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or (e) it is independently developed without access to the other party's Confidential Information. 18.3 The Contractor may only disclose the Authority’s Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. 18.4 The Contractor shall not, and shall procure that its Staff do not, use any of the Authority’s Confidential Information received otherwise than for the purposes of this Framework Agreement. 18.5 The Contractor shall procure that members of its Staff sign a confidentiality undertaking prior to commencing any work in accordance with this Framework Agreement. 18.6 Nothing in this Agreement shall prevent the Authority from disclosing the Contractor's Confidential Information: (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of the Authority's accounts; (d) 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. 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 18.2 is made aware of the Authority's obligations of confidentiality. 18.8 Nothing in this clause 18 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights. 18.9 The Authority may consult the Contractor in relation to any request for disclosure of the Contractor’s Confidential Information in accordance with all applicable guidance. 18.10 This Clause 18 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data or which relates to a patient, his or her treatment and/or medical records. Save as aforesaid, this Clause 16 shall remain in force for a period of 6 years after the termination or expiry of this Agreement.

AND AUDIT ACCESS. The Contractor Provider shall keep and maintain until six (6) years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Contractor Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. The Contractor Provider shall afford the Authority (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. The Contractor Provider shall provide such records and accounts (together with copies of the ContractorProvider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's rights of confidentiality, the Contractor Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Contractor Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Contractor Provider in which case the Contractor Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 18CONFIDENTIALITY 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. 18.2 Clause 18.2 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 21.5 (Freedom of Information); (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) such information was obtained from a third party without obligation of confidentiality; (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or (e) it is independently developed without access to the other party's Confidential Information. 18.3 The Contractor may only disclose the Authority’s Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. 18.4 The Contractor shall not, and shall procure that its Staff do not, use any of the Authority’s Confidential Information received otherwise than for the purposes of this Framework Agreement. 18.5 The Contractor shall procure that members of its Staff sign a confidentiality undertaking prior to commencing any work in accordance with this Framework Agreement. 18.6 Nothing in this Agreement shall prevent the Authority from disclosing the Contractor's Confidential Information: (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of the Authority's accounts; (d) 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. 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 18.2 is made aware of the Authority's obligations of confidentiality. 18.8 Nothing in this clause 18 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights. 18.9 The Authority may consult the Contractor in relation to any request for disclosure of the Contractor’s Confidential Information in accordance with all applicable guidance. 18.10 This Clause 18 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data or which relates to a patient, his or her treatment and/or medical records. Save as aforesaid, this Clause 16 shall remain in force for a period of 6 years after the termination or expiry of this Agreement.

AND AUDIT ACCESS. The Contractor Provider shall keep and maintain until [six years (6) years]24 after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Contractor Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. The Contractor Provider shall afford the Authority (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. The Contractor Provider shall provide such records and accounts (together with copies of the ContractorProvider's published accounts) during the Term and for a period of [six (6)]25 years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's rights of confidentiality, the Contractor Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Contractor Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Contractor Provider in which case the Contractor Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 18CONFIDENTIALITY 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. 18.2 Clause 18.2 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 21.5 (Freedom of Information); (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) such information was obtained from a third party without obligation of confidentiality; (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or (e) it is independently developed without access to the other party's Confidential Information. 18.3 The Contractor may only disclose the Authority’s Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. 18.4 The Contractor shall not, and shall procure that its Staff do not, use any of the Authority’s Confidential Information received otherwise than for the purposes of this Framework Agreement. 18.5 The Contractor shall procure that members of its Staff sign a confidentiality undertaking prior to commencing any work in accordance with this Framework Agreement. 18.6 Nothing in this Agreement shall prevent the Authority from disclosing the Contractor's Confidential Information: (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of the Authority's accounts; (d) 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. 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 18.2 is made aware of the Authority's obligations of confidentiality. 18.8 Nothing in this clause 18 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights. 18.9 The Authority may consult the Contractor in relation to any request for disclosure of the Contractor’s Confidential Information in accordance with all applicable guidance. 18.10 This Clause 18 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data or which relates to a patient, his or her treatment and/or medical records. Save as aforesaid, this Clause 16 shall remain in force for a period of 6 years after the termination or expiry of this Agreement.

AND AUDIT ACCESS. The Contractor Provider shall keep and maintain until six (6) years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Contractor Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. The Contractor Provider shall afford the Authority (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. The Contractor Provider shall provide such records and accounts (together with copies of the ContractorProvider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's rights of confidentiality, the Contractor Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Contractor Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Contractor Provider in which case the Contractor Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 18CONFIDENTIALITY 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. 18.2 Clause 18.2 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 21.5 (Freedom of Information); (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) such information was obtained from a third party without obligation of confidentiality; (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or (e) it is independently developed without access to the other party's Confidential Information. 18.3 The Contractor may only disclose the Authority’s Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. 18.4 The Contractor shall not, and shall procure that its Staff do not, use any of the Authority’s Customers Confidential Information received otherwise than for the purposes of this Framework Agreement. 18.5 The At the written request of the Customer, the Contractor shall procure that those members of its the Staff identified in the Customer's notice sign a confidentiality undertaking prior to commencing any work in accordance with this Framework Agreement. 18.6 Nothing in this Agreement shall prevent the Authority Customer from disclosing the Contractor's Confidential Information: (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; (b) to any consultant, contractor or other person engaged by the Authority Customer or any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of the AuthorityCustomer's accounts; (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority Customer has used its resources. 18.7 The Authority Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 18.2 5.3.6 is made aware of the AuthorityCustomer's obligations of confidentiality. 18.8 Nothing in this clause 18 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights. 18.9 The Authority may consult In the event that the Contractor fails to comply with clauses 18.1-3, the Authority reserves the right to terminate the Framework Agreement with immediate effect by notice in relation writing. 18.10 Clauses 18.1-6 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any request Confidential Information. The Parties acknowledge that, except for any information which is exempt from disclosure of the Contractor’s Confidential Information in accordance with all applicable guidance. 18.10 This Clause 18 shall remain in force without limit in time in respect the provisions of Confidential Information which comprises Personal Data or which relates to a patientthe FOIA, his or her treatment and/or medical records. Save as aforesaid, this Clause 16 shall remain in force for a period of 6 years after the termination or expiry content of this Framework Agreement is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Framework Agreement, the Contractor hereby gives his consent for the Authority to publish the Framework Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Agreement, to the general public.

AND AUDIT ACCESS. The Contractor Provider shall keep and maintain until six (6) years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Contractor Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. The Contractor Provider shall afford the Authority (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. The Contractor Provider shall provide such records and accounts (together with copies of the ContractorProvider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's rights of confidentiality, the Contractor Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Contractor Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Contractor Provider in which case the Contractor Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 18CONFIDENTIALITY 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. 18.2 Clause 18.2 18.1 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 21.5 (Freedom of Information); (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) such information was obtained from a third party without obligation of confidentiality; (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or (e) it is independently developed without access to the other party's Confidential Information. 18.3 The Contractor may only disclose the Authority’s Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. 18.4 The Contractor shall not, and shall procure that its Staff do not, use any of the Authority’s Customers Confidential Information received otherwise than for the purposes of this Framework Agreement. 18.5 The At the written request of the Customer, the Contractor shall procure that those members of its the Staff identified in the Customer's notice sign a confidentiality undertaking prior to commencing any work in accordance with this Framework Agreement. 18.6 Nothing in this Agreement shall prevent the Authority Customer from disclosing the Contractor's Confidential Information: (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; (b) to any consultant, contractor or other person engaged by the Authority Customer or any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of the AuthorityCustomer's accounts; (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Authority Customer has used its resources. 18.7 The Authority Customer shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 18.2 5.3.6 is made aware of the AuthorityCustomer's obligations of confidentiality. 18.8 Nothing in this clause 18 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights. 18.9 The Authority may consult In the event that the Contractor fails to comply with clauses 18.1-3, the Authority reserves the right to terminate the Framework Agreement with immediate effect by notice in relation writing. 18.10 Clauses 18.1-6 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any request Confidential Information. The Parties acknowledge that, except for any information which is exempt from disclosure of the Contractor’s Confidential Information in accordance with all applicable guidance. 18.10 This Clause 18 shall remain in force without limit in time in respect the provisions of Confidential Information which comprises Personal Data or which relates to a patientthe FOIA, his or her treatment and/or medical records. Save as aforesaid, this Clause 16 shall remain in force for a period of 6 years after the termination or expiry content of this Framework Agreement is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Framework Agreement, the Contractor hereby gives his consent for the Authority to publish the Framework Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Agreement, to the general public.

AND AUDIT ACCESS. The Contractor Provider shall keep and maintain until six (6) years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Contractor Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. The Contractor Provider shall afford the Authority (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. The Contractor Provider shall provide such records and accounts (together with copies of the ContractorProvider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's rights of confidentiality, the Contractor Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Contractor Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Contractor Provider in which case the Contractor Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 18CONFIDENTIALITY 18.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: (a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and (b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. 18.2 Clause 18.2 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 21.5 (Freedom of Information); (b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) such information was obtained from a third party without obligation of confidentiality; (d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or (e) it is independently developed without access to the other party's Confidential Information. 18.3 The Contractor may only disclose the Authority’s Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. 18.4 The Contractor shall not, and shall procure that its Staff do not, use any of the Authority’s Confidential Information received otherwise than for the purposes of this Framework Agreement. 18.5 The Contractor shall procure that members of its Staff sign a confidentiality undertaking prior to commencing any work in accordance with this Framework Agreement. 18.6 Nothing in this Agreement shall prevent the Authority from disclosing the Contractor's Confidential Information: (a) to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; (b) to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of the Authority's accounts; (d) 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. 18.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 18.2 is made aware of the Authority's obligations of confidentiality. 18.8 Nothing in this clause 18 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Framework Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights. 18.9 The Authority may consult the Contractor in relation to any request for disclosure of the Contractor’s Confidential Information in accordance with all applicable guidance. 18.10 This Clause 18 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data or which relates to a patient, his or her treatment and/or medical records. Save as aforesaid, this Clause 16 shall remain in force for a period of 6 years after the termination or expiry of this Agreement.