Common use of Freedom of Information and Confidentiality Clause in Contracts

Freedom of Information and Confidentiality. 12.1 The Parties each acknowledge that the other Party is subject to the requirements of the FOIA and the EIR and shall facilitate the other Party's compliance with its Information disclosure requirements pursuant to the FOIA and EIR in accordance with the provisions of this Clause 12. For the purpose of this Clause 12, Information has the meaning given under section 84 of the FOIA ("Information"). 12.2 Notwithstanding Clause 12.1 where any Party receives a request for Information (a "Request Receiver"), it will be entitled to disclose all Information to the extent necessary to respond to that request in accordance with FOIA and/or EIR, save that in relation to any such Information that is Confidential Information of the other party or relates to the Collaboration the Request Receiver will, as soon as reasonably practicable, consult with the other party, allow the other party to make representations in relation to disclosing the requested Information and will take into account those representations in responding to the request for Information. For the avoidance of doubt, the decision to withhold or disclose Information requested under the FOIA or EIR shall be at the sole discretion of the Request Receiver. 12.3 Where a Request Receiver receives a request for Information in relation to Information that the other party is holding on its behalf (the "Holding Party") the Request Receiver shall transfer to the Holding Party the request for Information as soon as practicable and in any event within two Business Days of receiving the request for Information and the Holding Party shall: 12.3.1 provide the Request Receiver with a copy of all such Information in the form that the Request Receiver requires as soon as reasonably practicable and in any event within ten Business Days (or such other period as the Request Receiver may acting reasonably specify) of the receipt of the request for Information form the Request Receiver; and 12.3.2 provide all necessary assistance as reasonably requested by the Request Receiver in connection with any such Information, to enable the Request Receiver to respond to a request for Information within the time for compliance set out in section 10 of the FOIA or Regulation 5 of the Environmental Information Regulations. 12.4 Following notification under Clause 12.3 and up until such time as the Holding Party has provided the Request Receiver with all the Information specified in Clause 12.3.1 the Holding Party may make representations to the Request Receiver as to whether or not or on what basis Information requested should be disclosed, and whether further information should reasonably be provided in order to identify and locate the information requested, provided always that the Request Receiver shall be responsible for determining at its absolute discretion: 12.4.1 whether the Information is exempt from disclosure under the FOIA and the EIRs; 12.4.2 whether the Information is to be disclosed in response to a request for Information, and in no event shall the Holding Party respond directly to a request for Information unless expressly authorised to do so by the Request Receiver. 12.5 Subject to the exceptions provided in Clause 12.6 none of the Parties shall, at any time, whether before or after the expiry or sooner termination of this Agreement without the consent of the other Party, divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees of a party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties): 12.5.1 any of the contents of this Agreement or any other document referred to in this Agreement; or 12.5.2 any Confidential Information which it may have or acquire (whether before or after the date of this Agreement) relating to the Collaboration. 12.6 The restrictions imposed by ▇▇▇▇▇▇ 12.5 shall not apply to the disclosure of any information by a Disclosing Party: 12.6.1 which is now in or hereafter comes into the public domain otherwise than as a result of a breach of such undertaking of confidentiality; 12.6.2 which is required by law (including, without limitation, by virtue of the FOIA) to be disclosed to any person who is authorised by law to receive the same; or 12.6.3 to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the Disclosing Party is a party in a case where such disclosure is required by such proceedings.

Freedom of Information and Confidentiality. 12.1 The Parties each acknowledge that 9.1 In respect of any Confidential Information it may receive from the other Party (“the Discloser”) and subject always to the remainder of this clause 9, each Party (“the 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: 9.1.1 the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the commencement of this Agreement; 9.1.2 the provisions of this clause 9.1 shall not apply to any Confidential Information which:- (a) is in or enters the public domain other than by breach of this Agreement or other act or omissions of the Recipient; (b) is obtained by a third party who is lawfully authorised to disclose such information; (c) is authorised for release by the prior written consent of the Discloser; (d) the disclosure of which is required to ensure the compliance of the Council with the Freedom of Information ▇▇▇ ▇▇▇▇ (the “FOIA”) the Environmental Information Regulations 2004 (the “EIR”) or the Local Government Transparency Code 2015; and (e) the Council may, at its sole discretion, elect to publish this Agreement (including any variations to this Agreement) in its entirety. 9.2 Nothing in this clause 9 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 or, provided that the information is subject to confidentiality undertakings equivalent to those set out in clause 9.1, to its professional advisors or insurers. 9.3 The Customer acknowledges that the Council is subject to the requirements FOIA and the EIR. The Customer notes and acknowledges the FOIA, the EIR and the Codes of Practice under section 45 and 46 of the FOIA. The Customer will act in accordance with the FOIA, the EIR and these Codes of Practice (and any other applicable codes of practice or guidance notified to the Customer from time to time) to the extent that they apply to the Customer's performance under this Agreement. 9.4 The Customer agrees that: 9.4.1 without prejudice to the generality of clause 9.3, the provisions of this clause 9.4 are subject to the obligations and commitments of the Council under the FOIA and the EIR and shall facilitate the other Party's compliance with its Information disclosure requirements pursuant to the FOIA and EIR in accordance with the provisions Codes of this Clause 12. For the purpose of this Clause 12, Information has the meaning given Practice issued under section 84 45 and 46 of the FOIA ("Information")FOIA. 12.2 Notwithstanding Clause 12.1 9.4.2 where it considers that any Party receives a request information should not be available for Information (a "Request Receiver")disclosure, it will: (a) identify it specifically; and (b) explain the grounds for exemption from disclosure and the time period applicable to that sensitivity. 9.5 All decisions regarding disclosure of information following a Request For Information will be entitled to disclose all Information to the extent necessary to respond to that request in accordance with FOIA and/or EIR, save that in relation to any such Information that is Confidential Information of the other party or relates to the Collaboration the Request Receiver will, as soon as reasonably practicable, consult with the other party, allow the other party to make representations in relation to disclosing the requested Information and will take into account those representations in responding to the request for Information. For the avoidance of doubt, the decision to withhold or disclose Information requested under the FOIA or EIR shall be made at the sole discretion of the Request ReceiverCouncil. The Customer acknowledges that, even where the Customer has indicated that information is commercially sensitive, the Council may be required to disclose it under the FOIA or EIA, with or without consulting the Customer and although the Council will use reasonable endeavours to consult with the Customer prior to any disclosure, the Council shall not be under any further obligation to consult the Customer prior to disclosure. 12.3 Where a Request Receiver receives a request for Information in relation to Information that the other party is holding on its behalf (the "Holding Party") the Request Receiver 9.6 The Customer shall transfer to the Holding Party the request Council any Request for Information it should receive, as soon as practicable after receipt and in any event within two Business five (5) Working Days of receiving a Request for Information. 9.7 Where the request for Information and the Holding Party shall: 12.3.1 provide the Request Receiver with a copy of all such Information in the form that the Request Receiver requires as soon as reasonably practicable and in any event within ten Business Days (or such other period as the Request Receiver may acting reasonably specify) of the receipt of the request for Information form the Request Receiver; and 12.3.2 provide all necessary assistance as reasonably requested by the Request Receiver in connection with any such Information, to enable the Request Receiver to respond to Council is managing a request for Information within the time for compliance set out in section 10 of the FOIA or Regulation 5 of the Environmental Information Regulations. 12.4 Following notification under Clause 12.3 and up until such time as the Holding Party has provided the Request Receiver with all the Information specified in Clause 12.3.1 the Holding Party may make representations to the Request Receiver as to whether or not or on what basis Information requested should be disclosed, and whether further information should reasonably be provided in order to identify and locate the information requested, provided always that the Request Receiver shall be responsible for determining at its absolute discretion: 12.4.1 whether the Information is exempt from disclosure under the FOIA and the EIRs; 12.4.2 whether the Information is to be disclosed in response to a request for Information, and in no event shall the Holding Party respond directly to a request for Information unless expressly authorised to do so by the Request Receiver. 12.5 Subject to the exceptions provided in Clause 12.6 none of the Parties shall, at any time, whether before or after the expiry or sooner termination of this Agreement without the consent of the other Party, divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees of a party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties): 12.5.1 any of the contents of this Agreement or any other document referred to in this Agreement; or 12.5.2 any Confidential Information which it may have or acquire (whether before or after clause 9.5, the date of this Agreement) relating to Customer shall co-operate with the Collaboration. 12.6 The restrictions imposed by ▇▇▇▇▇▇ 12.5 Council and shall not apply to the disclosure respond together with copies of any information documentation so requested within five (5) Working Days of any request by a Disclosing Party: 12.6.1 which is now in or hereafter comes into the public domain otherwise than as a result of a breach of such undertaking of confidentiality; 12.6.2 which is required by law (including, without limitation, by virtue of the FOIA) to be disclosed to any person who is authorised by law to receive the same; or 12.6.3 to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the Disclosing Party is a party in a case where such disclosure is required by such proceedingsfor assistance.

Freedom of Information and Confidentiality. 12.1 ‌ 26.1 Freedom of Information‌ 26.1.1 The Parties each Department and the Provider acknowledge that both the other Party is Department and the Provider are subject to the requirements of legal duties under the FOIA and the EIR, which may require them to disclose on request information relating to this Agreement or otherwise relating to one or both of them. 26.1.2 The Department and the Provider acknowledge and agree that they are both required by Law to consider each and every request made under the FOIA and/or the EIR for information. 26.1.3 The Department and shall facilitate the Provider acknowledge and agree that all decisions made by the other Party's compliance with its Information disclosure requirements pursuant to a request under the FOIA and/or the EIR are solely a matter for and EIR in accordance with are at the provisions of this Clause 12. For the purpose of this Clause 12, Information has the meaning given under section 84 discretion of the FOIA ("Information")Department or the Provider respectively. 12.2 26.1.4 Notwithstanding Clause 12.1 where anything in this Agreement to the contrary (including without limitation any Party receives a request for Information (a "Request Receiver"obligations of confidentiality), it the Department and the Provider will be entitled to disclose all Information information in whatever form pursuant to a request made under the extent necessary to respond to that request in accordance with FOIA and/or the EIR, save that in relation to any such Information information that is Confidential Exempt Information the Department and/or the Provider will use reasonable endeavours (but will not be obliged) to consult the other and will not: (a) confirm or deny that information is held by it; or (b) disclose information requested to the extent that in the Department or the Provider’s opinion (as relevant) the information is eligible in the circumstances for an exemption and therefore the Department or the Provider may lawfully refrain from disclosing such information. 26.1.5 In relation to information relating to the Department or the Provider or the Agreement which the Department or the Provider requests should be exempt under the FOIA and/or the EIR, the (a) assessing the application of any exemption under the FOIA and/or the EIR; and/or (b) responding to any FOIA Notice; and/or (c) lodging any appeal against a decision of the other party or relates to the Collaboration the Request Receiver will, as soon as reasonably practicable, consult with the other party, allow the other party to make representations Information Commissioner in relation to disclosing disclosure where such costs are incurred pursuant to efforts by the requested Department or the Provider to withhold Exempt Information. 26.1.6 Neither the Department nor the Provider will be liable for any loss, damage, harm or detriment, howsoever caused, arising from or in connection with the disclosure under the FOIA and/or the EIR of any Exempt Information and will take into account those representations in responding or other information whether relating to this Agreement or otherwise relating to the request Department or the Provider. 26.1.7 The Department and the Provider will assist each other as reasonably necessary to enable the Department and the Provider to comply with their obligations under the FOIA and/or the EIR. 26.2 Confidentiality‌ 26.2.1 The Provider hereby warrants and undertakes that:‌ (a) any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will treat all Confidential Information belonging to the Department as confidential, safeguard it accordingly and only use such Confidential Information for Information. For the avoidance purposes of doubtthis Agreement; and (b) any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will not disclose any Confidential Information to any third party without prior written consent of the Department, except where disclosure is otherwise expressly permitted by the decision provisions of this Agreement. 26.2.2 The Provider must take all necessary precautions to withhold ensure that all Confidential Information obtained from the Department is treated as confidential and not disclosed (without prior written approval from the Department’s Agreement Manager) or disclose Information requested used other than for the purposes of this Agreement by any of its employees, servants, agents or Subcontractors.‌ 26.2.3 The provisions of Clauses 26.2.1 and 26.2.2 will not apply to any information: (a) which is or becomes public knowledge (other than by breach of Clauses 26.2.1 and 26.2.2 or any other duty of confidentiality); (b) which was in the possession of the receiving party, without restriction as to its disclosure, before the date of receipt from the disclosing party; (c) 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 EIR shall be at the sole discretion of the Request ReceiverEIR. 12.3 Where a Request Receiver receives a request for 26.2.4 Nothing in this Clause 26.2.4 will be deemed or construed to prevent the Department from disclosing any Confidential Information in relation obtained from the Provider:‌ (a) to Information that the any other party is holding on its behalf Central Government Body, Non-Departmental or Quasi Government Body or agency, central or local; (the "Holding Party"b) the Request Receiver shall transfer to the Holding Party the request for Information as soon as practicable Parliament and in Parliamentary Committees or if required by any event within two Business Days of receiving the request for Information and the Holding Party shall:Parliamentary reporting requirement; 12.3.1 provide the Request Receiver with a copy of all such Information in the form that the Request Receiver requires as soon as reasonably practicable and in (c) to any event within ten Business Days (professional adviser, consultant, contractor or such other period as the Request Receiver may acting reasonably specify) of the receipt of the request for Information form the Request Receiver; and 12.3.2 provide all necessary assistance as reasonably requested person engaged by the Request Receiver Department directly in connection with this Agreement, provided that such information is treated as confidential by the receiving consultant, contractor or any other person; (d) on a confidential basis to any proposed successor body in connection with any such Informationassignment disposal of its rights, to enable the Request Receiver to respond to a request for Information within the time for compliance set out in section 10 of the FOIA obligations or Regulation 5 of the Environmental Information Regulationsliabilities under this Agreement. 12.4 Following notification under Clause 12.3 and up until such time as the Holding Party has provided the Request Receiver with all the Information specified in Clause 12.3.1 the Holding Party may make representations to the Request Receiver as to whether or not or on what basis Information requested should be disclosed, and whether further information should reasonably be provided in 26.2.5 In order to identify and locate the information requested, provided always ensure that the Request Receiver shall be responsible for determining at its absolute discretion: 12.4.1 whether the Information is exempt from disclosure under the FOIA and the EIRs; 12.4.2 whether the Information is no unauthorised person gains access to be disclosed in response to a request for Information, and in no event shall the Holding Party respond directly to a request for Information unless expressly authorised to do so by the Request Receiver. 12.5 Subject to the exceptions provided in Clause 12.6 none of the Parties shall, at any time, whether before or after the expiry or sooner termination of this Agreement without the consent of the other Party, divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees of a party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties): 12.5.1 any of the contents of this Agreement or any other document referred to in this Agreement; or 12.5.2 any Confidential Information which or any data obtained in the course of the Services, the Provider undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice. 26.2.6 The Provider will immediately notify the Department of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and will keep a record of such breaches. The Provider will use its best endeavours to recover such Confidential Information or data however it may have or acquire (whether before or after be recorded. The Provider will co-operate with the date of this Agreement) relating Department in any investigation that the Department considers necessary to the Collaboration. 12.6 The restrictions imposed by ▇▇▇▇▇▇ 12.5 shall not apply to the disclosure of any information by a Disclosing Party: 12.6.1 which is now in or hereafter comes into the public domain otherwise than undertake as a result of a any breach of such undertaking security in relation to Confidential Information or data.‌ 26.2.7 The Provider must, at its own expense, alter any security systems at any time during the Agreement Period at the Department’s request if the Department reasonably believes the Provider has failed to comply with Clause 26.2.6. 26.2.8 The Department reserves the right to publish details of confidentiality; 12.6.2 which is required by law (including, without limitation, by virtue of this Agreement and the FOIA) to be disclosed to any person who is authorised by law to receive the same; or 12.6.3 to a court, arbitrator or administrative tribunal in the course of proceedings before payments made under it to which comply with the Disclosing Party is a party in a case where such disclosure is required by such proceedingsGovernment’s transparency requirements. 26.2.9 The provisions of this Clause 26 will apply for the Agreement Period and after its termination. SECTION 5: WORKFORCE

Freedom of Information and Confidentiality. 12.1 25.1 Freedom of Information‌ 25.1.1 The Parties each acknowledge Contractor acknowledges that the other Party Department is subject to the requirements of legal duties under the FOIA and the EIR, which may require the Department to disclose on request information relating to this Contract or otherwise relating to the Contractor. 25.1.2 The Contractor acknowledges and agrees that the Department is required by ▇▇▇ to consider each and every request made under the FOIA and/or the EIR for information. 25.1.3 The Contractor acknowledges and shall facilitate agrees that all decisions made by the other Party's compliance with its Information disclosure requirements Department pursuant to a request under the FOIA and/or the EIR are solely a matter for and EIR in accordance with are at the provisions of this Clause 12. For the purpose of this Clause 12, Information has the meaning given under section 84 discretion of the FOIA ("Information")Department. 12.2 25.1.4 Notwithstanding Clause 12.1 where anything in this Contract to the contrary (including without limitation any Party receives a request for Information (a "Request Receiver"obligations of confidentiality), it the Department will be entitled to disclose all Information information in whatever form pursuant to a request made under the extent necessary to respond to that request in accordance with FOIA and/or the EIR, save that in relation to any such Information information that is Confidential Exempt Information the Department will use reasonable endeavours (but will not be obliged) to consult the Contractor and will not: (a) confirm or deny that information is held by the Department; or (b) disclose information requested to the extent that in the Department’s opinion the information is eligible in the circumstances for an exemption and therefore the Department may lawfully refrain from disclosing such information. 25.1.5 In relation to information relating to the Contractor or the Contract which the Contractor requests should be exempt under the FOIA and/or the EIR, the Contractor will indemnify the Department for any and all costs (including legal fees) incurred by the Department in: (a) assessing the application of any exemption under the FOIA and/or the EIR; and/or (b) responding to any FOIA Notice; and/or (c) lodging any appeal against a decision of the other party or relates to the Collaboration the Request Receiver will, as soon as reasonably practicable, consult with the other party, allow the other party to make representations Information Commissioner in relation to disclosing disclosure where such costs are incurred pursuant to efforts by the requested Department to withhold Exempt Information. 25.1.6 The Department will on no account be liable for any loss, damage, harm or detriment, howsoever caused, arising from or in connection with the disclosure under the FOIA and/or the EIR of any Exempt Information and will take into account those representations in responding or other information whether relating to this Contract or otherwise relating to the request Contractor. 25.1.7 The Contractor will assist the Department as reasonably necessary to enable the Department to comply with its obligations under the FOIA and/or the EIR. 25.2 Confidentiality‌ 25.2.1 The Contractor hereby warrants and undertakes that:‌ (a) any person employed or engaged by it (in connection with this Contract in the course of such employment or engagement) will treat all Confidential Information belonging to the Department as confidential, safeguard it accordingly and only use such Confidential Information for Information. For the avoidance purposes of doubtthis Contract; and (b) any person employed or engaged by it (in connection with this Contract in the course of such employment or engagement) will not disclose any Confidential Information to any third party without prior written consent of the Department, except where disclosure is otherwise expressly permitted by the decision provisions of this Contract. 25.2.2 The Contractor must take all necessary precautions to withhold ensure that all Confidential Information obtained from the Department is treated as confidential and not disclosed (without prior written approval from the Department’s Contract Manager) or disclose Information requested used other than for the purposes of this Contract by any of its employees, servants, agents or Subcontractors.‌ 25.2.3 The provisions of Clauses 25.2.1 and 25.2.2 will not apply to any information: (a) which is or becomes public knowledge (other than by breach of Clauses 25.2.1 and 25.2.2 or any other duty of confidentiality); (b) which was in the possession of the receiving party, without restriction as to its disclosure, before the date of receipt from the disclosing party; (c) 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 EIR shall be at the sole discretion of the Request ReceiverEIR. 12.3 Where a Request Receiver receives a request for 25.2.4 Nothing in this Clause 25.2.4 will be deemed or construed to prevent the Department from disclosing any Confidential Information in relation obtained from the Contractor:‌ (a) to Information that the any other party is holding on its behalf Central Government Body, Non-Departmental or Quasi Government Body or agency, central or local; (the "Holding Party"b) the Request Receiver shall transfer to the Holding Party the request for Information as soon as practicable Parliament and in Parliamentary Committees or if required by any event within two Business Days of receiving the request for Information and the Holding Party shall:Parliamentary reporting requirement; 12.3.1 provide the Request Receiver with a copy of all such Information in the form that the Request Receiver requires as soon as reasonably practicable and in (c) to any event within ten Business Days (professional adviser, consultant, contractor or such other period as the Request Receiver may acting reasonably specify) of the receipt of the request for Information form the Request Receiver; and 12.3.2 provide all necessary assistance as reasonably requested person engaged by the Request Receiver Department directly in connection with this Contract, provided that such information is treated as confidential by the receiving consultant, contractor or any other person; (d) on a confidential basis to any proposed successor body in connection with any such Informationassignment disposal of its rights, to enable the Request Receiver to respond to a request for Information within the time for compliance set out in section 10 of the FOIA obligations or Regulation 5 of the Environmental Information Regulationsliabilities under this Contract. 12.4 Following notification under Clause 12.3 and up until such time as the Holding Party has provided the Request Receiver with all the Information specified in Clause 12.3.1 the Holding Party may make representations to the Request Receiver as to whether or not or on what basis Information requested should be disclosed, and whether further information should reasonably be provided in 25.2.5 In order to identify and locate the information requested, provided always ensure that the Request Receiver shall be responsible for determining at its absolute discretion: 12.4.1 whether the Information is exempt from disclosure under the FOIA and the EIRs; 12.4.2 whether the Information is no unauthorised person gains access to be disclosed in response to a request for Information, and in no event shall the Holding Party respond directly to a request for Information unless expressly authorised to do so by the Request Receiver. 12.5 Subject to the exceptions provided in Clause 12.6 none of the Parties shall, at any time, whether before or after the expiry or sooner termination of this Agreement without the consent of the other Party, divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees of a party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties): 12.5.1 any of the contents of this Agreement or any other document referred to in this Agreement; or 12.5.2 any Confidential Information which or any data obtained in the course of the Services, the Contractor undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice. 25.2.6 The Contractor will immediately notify the Department of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and will keep a record of such breaches. The Contractor will use its best endeavours to recover such Confidential Information or data however it may have or acquire (whether before or after be recorded. The Contractor will co-operate with the date of this Agreement) relating Department in any investigation that the Department considers necessary to the Collaboration. 12.6 The restrictions imposed by ▇▇▇▇▇▇ 12.5 shall not apply to the disclosure of any information by a Disclosing Party: 12.6.1 which is now in or hereafter comes into the public domain otherwise than undertake as a result of a any breach of such undertaking security in relation to Confidential Information or data.‌ 25.2.7 The Contractor must, at its own expense, alter any security systems at any time during the Contract Period at the Department’s request if the Department reasonably believes the Contractor has failed to comply with Clause 25.2.6. 25.2.8 The Department reserves the right to publish details of confidentiality; 12.6.2 which is required by law (including, without limitation, by virtue of this Contract and the FOIA) to be disclosed to any person who is authorised by law to receive the same; or 12.6.3 to a court, arbitrator or administrative tribunal in the course of proceedings before payments made under it to which comply with the Disclosing Party is a party in a case where such disclosure is required by such proceedingsGovernment’s transparency requirements. 25.2.9 The provisions of this Clause 25 will apply for the Contract Period and after its termination.

Freedom of Information and Confidentiality. 12.1 ‌ 26.1 Freedom of Information‌ 26.1.1 The Parties each Department and the Provider acknowledge that both the other Party is Department and the Provider are subject to the requirements of legal duties under the FOIA and the EIR, which may require them to disclose on request information relating to this Agreement or otherwise relating to one or both of them. 26.1.2 The Department and the Provider acknowledge and agree that they are both required by Law to consider each and every request made under the FOIA and/or the EIR for information. 26.1.3 The Department and shall facilitate the Provider acknowledge and agree that all decisions made by the other Party's compliance with its Information disclosure requirements pursuant to a request under the FOIA and/or the EIR are solely a matter for and EIR in accordance with are at the provisions of this Clause 12. For the purpose of this Clause 12, Information has the meaning given under section 84 discretion of the FOIA ("Information")Department or the Provider respectively. 12.2 26.1.4 Notwithstanding Clause 12.1 where anything in this Agreement to the contrary (including without limitation any Party receives a request for Information (a "Request Receiver"obligations of confidentiality), it the Department and the Provider will be entitled to disclose all Information information in whatever form pursuant to a request made under the extent necessary to respond to that request in accordance with FOIA and/or the EIR, save that in relation to any such Information information that is Confidential Exempt Information the Department and/or the Provider will use reasonable endeavours (but will not be obliged) to consult the other and will not: (a) confirm or deny that information is held by it; or (b) disclose information requested to the extent that in the Department or the Provider’s opinion (as relevant) the information is eligible in the circumstances for an exemption and therefore the Department or the Provider may lawfully refrain from disclosing such information. 26.1.5 In relation to information relating to the Department or the Provider or the Agreement which the Department or the Provider requests should be exempt under the FOIA and/or the EIR, the (a) assessing the application of any exemption under the FOIA and/or the EIR; and/or (b) responding to any FOIA Notice; and/or (c) lodging any appeal against a decision of the other party or relates to the Collaboration the Request Receiver will, as soon as reasonably practicable, consult with the other party, allow the other party to make representations Information Commissioner in relation to disclosing disclosure where such costs are incurred pursuant to efforts by the requested Department or the Provider to withhold Exempt Information. 26.1.6 Neither the Department nor the Provider will be liable for any loss, damage, harm or detriment, howsoever caused, arising from or in connection with the disclosure under the FOIA and/or the EIR of any Exempt Information and will take into account those representations in responding or other information whether relating to this Agreement or otherwise relating to the request Department or the Provider. 26.1.7 The Department and the Provider will assist each other as reasonably necessary to enable the Department and the Provider to comply with their obligations under the FOIA and/or the EIR. 26.2 Confidentiality‌ 26.2.1 The Provider hereby warrants and undertakes that:‌ (a) any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will treat all Confidential Information belonging to the Department as confidential, safeguard it accordingly and only use such Confidential Information for Information. For the avoidance purposes of doubtthis Agreement; and (b) any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will not disclose any Confidential Information to any third party without prior written consent of the Department, except where disclosure is otherwise expressly permitted by the decision provisions of this Agreement. 26.2.2 The Provider must take all necessary precautions to withhold ensure that all Confidential Information obtained from the Department is treated as confidential and not disclosed (without prior written approval from the Department’s Agreement Manager) or disclose Information requested used other than for the purposes of this Agreement by any of its employees, servants, agents or Subcontractors.‌ 26.2.3 The provisions of Clauses 26.2.1 and 26.2.2 will not apply to any information: (a) which is or becomes public knowledge (other than by breach of Clauses 26.2.1 and 26.2.2 or any other duty of confidentiality); (b) which was in the possession of the receiving party, without restriction as to its disclosure, before the date of receipt from the disclosing party; (c) 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 EIR shall be at the sole discretion of the Request ReceiverEIR. 12.3 Where a Request Receiver receives a request for 26.2.4 Nothing in this Clause 26.2.4 will be deemed or construed to prevent the Department from disclosing any Confidential Information in relation obtained from the Provider:‌ (a) to Information that the any other party is holding on its behalf Central Government Body, Non-Departmental or Quasi Government Body or agency, central or local; (the "Holding Party"b) the Request Receiver shall transfer to the Holding Party the request for Information as soon as practicable Parliament and in Parliamentary Committees or if required by any event within two Business Days of receiving the request for Information and the Holding Party shall:Parliamentary reporting requirement; 12.3.1 provide the Request Receiver with a copy of all such Information in the form that the Request Receiver requires as soon as reasonably practicable and in (c) to any event within ten Business Days (professional adviser, consultant, contractor or such other period as the Request Receiver may acting reasonably specify) of the receipt of the request for Information form the Request Receiver; and 12.3.2 provide all necessary assistance as reasonably requested person engaged by the Request Receiver Department directly in connection with this Agreement, provided that such information is treated as confidential by the receiving consultant, contractor or any other person; (d) on a confidential basis to any proposed successor body in connection with any such Informationassignment disposal of its rights, to enable the Request Receiver to respond to a request for Information within the time for compliance set out in section 10 of the FOIA obligations or Regulation 5 of the Environmental Information Regulationsliabilities under this Agreement. 12.4 Following notification under Clause 12.3 and up until such time as the Holding Party has provided the Request Receiver with all the Information specified in Clause 12.3.1 the Holding Party may make representations to the Request Receiver as to whether or not or on what basis Information requested should be disclosed, and whether further information should reasonably be provided in 26.2.5 In order to identify and locate the information requested, provided always ensure that the Request Receiver shall be responsible for determining at its absolute discretion: 12.4.1 whether the Information is exempt from disclosure under the FOIA and the EIRs; 12.4.2 whether the Information is no unauthorised person gains access to be disclosed in response to a request for Information, and in no event shall the Holding Party respond directly to a request for Information unless expressly authorised to do so by the Request Receiver. 12.5 Subject to the exceptions provided in Clause 12.6 none of the Parties shall, at any time, whether before or after the expiry or sooner termination of this Agreement without the consent of the other Party, divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees of a party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties): 12.5.1 any of the contents of this Agreement or any other document referred to in this Agreement; or 12.5.2 any Confidential Information which or any data obtained in the course of the Services, the Provider undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice. 26.2.6 The Provider will immediately notify the Department of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and will keep a record of such breaches. The Provider will use its best endeavours to recover such Confidential Information or data however it may have or acquire (whether before or after be recorded. The Provider will co-operate with the date of this Agreement) relating Department in any investigation that the Department considers necessary to the Collaboration. 12.6 The restrictions imposed by ▇▇▇▇▇▇ 12.5 shall not apply to the disclosure of any information by a Disclosing Party: 12.6.1 which is now in or hereafter comes into the public domain otherwise than undertake as a result of a any breach of such undertaking security in relation to Confidential Information or data.‌ 26.2.7 The Provider must, at its own expense, alter any security systems at any time during the Agreement Period at the Department’s request if the Department reasonably believes the Provider has failed to comply with Clause 26.2.6. 26.2.8 The Department reserves the right to publish details of confidentiality; 12.6.2 which is required by law (including, without limitation, by virtue of this Agreement and the FOIA) to be disclosed to any person who is authorised by law to receive the same; or 12.6.3 to a court, arbitrator or administrative tribunal in the course of proceedings before payments made under it to which comply with the Disclosing Party is a party in a case where such disclosure is required by such proceedingsGovernment’s transparency requirements. 26.2.9 The provisions of this Clause 26 will apply for the Agreement Period and after its termination. PART 5: WORKFORCE

Freedom of Information and Confidentiality. 12.1 ‌ 26.1 Freedom of Information‌ 26.1.1 The Parties each Department and the Provider acknowledge that both the other Party is Department and the Provider are subject to the requirements of legal duties under the FOIA and the EIR, which may require them to disclose on request information relating to this Agreement or otherwise relating to one or both of them. 26.1.2 The Department and the Provider acknowledge and agree that they are both required by Law to consider each and every request made under the FOIA and/or the EIR for information. 26.1.3 The Department and shall facilitate the Provider acknowledge and agree that all decisions made by the other Party's compliance with its Information disclosure requirements pursuant to a request under the FOIA and/or the EIR are solely a matter for and EIR in accordance with are at the provisions of this Clause 12. For the purpose of this Clause 12, Information has the meaning given under section 84 discretion of the FOIA ("Information")Department or the Provider respectively. 12.2 26.1.4 Notwithstanding Clause 12.1 where anything in this Agreement to the contrary (including without limitation any Party receives a request for Information (a "Request Receiver"obligations of confidentiality), it the Department and the Provider will be entitled to disclose all Information information in whatever form pursuant to a request made under the extent necessary to respond to that request in accordance with FOIA and/or the EIR, save that in relation to any such Information information that is Confidential Exempt Information the Department and/or the Provider will use reasonable endeavours (but will not be obliged) to consult the other and will not: (a) confirm or deny that information is held by it; or (b) disclose information requested to the extent that in the Department or the Provider’s opinion (as relevant) the information is eligible in the circumstances for an exemption and therefore the Department or the Provider may lawfully refrain from disclosing such information. 26.1.5 In relation to information relating to the Department or the Provider or the Agreement which the Department or the Provider requests should be exempt under the FOIA and/or the EIR, the Department or the Provider (as applicable) will indemnify the other for any and all costs (including legal fees) incurred by the other in: (a) assessing the application of any exemption under the FOIA and/or the EIR; and/or (b) responding to any FOIA Notice; and/or (c) lodging any appeal against a decision of the other party or relates to the Collaboration the Request Receiver will, as soon as reasonably practicable, consult with the other party, allow the other party to make representations Information Commissioner in relation to disclosing disclosure where such costs are incurred pursuant to efforts by the requested Department or the Provider to withhold Exempt Information. 26.1.6 Neither the Department nor the Provider will be liable for any loss, damage, harm or detriment, howsoever caused, arising from or in connection with the disclosure under the FOIA and/or the EIR of any Exempt Information and will take into account those representations in responding or other information whether relating to this Agreement or otherwise relating to the request Department or the Provider. 26.1.7 The Department and the Provider will assist each other as reasonably necessary to enable the Department and the Provider to comply with their obligations under the FOIA and/or the EIR. 26.2 Confidentiality‌ 26.2.1 The Provider hereby warrants and undertakes that:‌ (a) any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will treat all Confidential Information belonging to the Department as confidential, safeguard it accordingly and only use such Confidential Information for Information. For the avoidance purposes of doubtthis Agreement; and (b) any person employed or engaged by it (in connection with this Agreement in the course of such employment or engagement) will not disclose any Confidential Information to any third party without prior written consent of the Department, except where disclosure is otherwise expressly permitted by the decision provisions of this Agreement. 26.2.2 The Provider must take all necessary precautions to withhold ensure that all Confidential Information obtained from the Department is treated as confidential and not disclosed (without prior written approval from the Department’s Agreement Manager) or disclose Information requested used‌ 26.2.3 The provisions of Clauses 26.2.1 and 26.2.2 will not apply to any information: (a) which is or becomes public knowledge (other than by breach of Clauses 26.2.1 and 26.2.2 or any other duty of confidentiality); (b) which was in the possession of the receiving party, without restriction as to its disclosure, before the date of receipt from the disclosing party; (c) 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 EIR shall be at the sole discretion of the Request ReceiverEIR. 12.3 Where a Request Receiver receives a request for 26.2.4 Nothing in this Clause 26.2.4 will be deemed or construed to prevent the Department from disclosing any Confidential Information in relation obtained from the Provider:‌ (a) to Information that the any other party is holding on its behalf Central Government Body, Non-Departmental or Quasi Government Body or agency, central or local; (the "Holding Party"b) the Request Receiver shall transfer to the Holding Party the request for Information as soon as practicable Parliament and in Parliamentary Committees or if required by any event within two Business Days of receiving the request for Information and the Holding Party shall:Parliamentary reporting requirement; 12.3.1 provide the Request Receiver with a copy of all such Information in the form that the Request Receiver requires as soon as reasonably practicable and in (c) to any event within ten Business Days (professional adviser, consultant, contractor or such other period as the Request Receiver may acting reasonably specify) of the receipt of the request for Information form the Request Receiver; and 12.3.2 provide all necessary assistance as reasonably requested person engaged by the Request Receiver Department directly in connection with this Agreement, provided that such information is treated as confidential by the receiving consultant, contractor or any other person; (d) on a confidential basis to any proposed successor body in connection with any such Informationassignment disposal of its rights, to enable the Request Receiver to respond to a request for Information within the time for compliance set out in section 10 of the FOIA obligations or Regulation 5 of the Environmental Information Regulationsliabilities under this Agreement. 12.4 Following notification under Clause 12.3 and up until such time as the Holding Party has provided the Request Receiver with all the Information specified in Clause 12.3.1 the Holding Party may make representations to the Request Receiver as to whether or not or on what basis Information requested should be disclosed, and whether further information should reasonably be provided in 26.2.5 In order to identify and locate the information requested, provided always ensure that the Request Receiver shall be responsible for determining at its absolute discretion: 12.4.1 whether the Information is exempt from disclosure under the FOIA and the EIRs; 12.4.2 whether the Information is no unauthorised person gains access to be disclosed in response to a request for Information, and in no event shall the Holding Party respond directly to a request for Information unless expressly authorised to do so by the Request Receiver. 12.5 Subject to the exceptions provided in Clause 12.6 none of the Parties shall, at any time, whether before or after the expiry or sooner termination of this Agreement without the consent of the other Party, divulge or permit its officers, employees, agents, advisers or contractors to divulge to any person (other than to any respective officers or employees of a party or a person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties): 12.5.1 any of the contents of this Agreement or any other document referred to in this Agreement; or 12.5.2 any Confidential Information which or any data obtained in the course of the Services, the Provider undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice. 26.2.6 The Provider will immediately notify the Department of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and will keep a record of such breaches. The Provider will use its best endeavours to recover such Confidential Information or data however it may have or acquire (whether before or after be recorded. The Provider will co-operate with the date of this Agreement) relating Department in any investigation that the Department considers necessary to the Collaboration. 12.6 The restrictions imposed by ▇▇▇▇▇▇ 12.5 shall not apply to the disclosure of any information by a Disclosing Party: 12.6.1 which is now in or hereafter comes into the public domain otherwise than undertake as a result of a any breach of such undertaking security in relation to Confidential Information or data.‌ 26.2.7 The Provider must, at its own expense, alter any security systems at any time during the Agreement Period at the Department’s 26.2.8 The Department reserves the right to publish details of confidentiality; 12.6.2 which is required by law (including, without limitation, by virtue of this Agreement and the FOIA) to be disclosed to any person who is authorised by law to receive the same; or 12.6.3 to a court, arbitrator or administrative tribunal in the course of proceedings before payments made under it to which comply with the Disclosing Party is a party in a case where such disclosure is required by such proceedingsGovernment’s transparency requirements. 26.2.9 The provisions of this Clause 26 will apply for the Agreement Period and after its termination. SECTION 5: WORKFORCE