Common use of Independent Controllers of Personal Data Clause in Contracts

Independent Controllers of Personal Data. In the event that the Parties are Independent Controllers in respect of Personal Data under the Contract, the terms set out in Error: Reference source not found Error: Reference source not found of Annex 1 – Processing Personal Data shall apply to this Contract. Each Party must: keep all Confidential Information it receives confidential and secure; not disclose, use or exploit the disclosing Party's Confidential Information without the disclosing Party's prior written consent, except for the purposes anticipated under the Contract; and immediately notify the disclosing Party if it suspects unauthorised access, copying, use or disclosure of the Confidential Information. In spite of clause 15.1, a Party may disclose Confidential Information which it receives from the disclosing Party in any of the following instances: where disclosure is required by applicable Law if the recipient Party notifies the disclosing Party of the full circumstances, the affected Confidential Information and extent of the disclosure; if the recipient Party already had the information without obligation of confidentiality before it was disclosed by the disclosing Party; if the information was given to it by a third party without obligation of confidentiality; if the information was in the public domain at the time of the disclosure; if the information was independently developed without access to the disclosing Party's Confidential Information; on a confidential basis, to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers on a need-to-know basis; and to the Serious Fraud Office where the recipient Party has reasonable grounds to believe that the disclosing Party is involved in activity that may be a criminal offence under the Bribery Act 2010. The Supplier may disclose Confidential Information on a confidential basis to Supplier Staff on a need-to-know basis to allow the Supplier to meet its obligations under the Contract. The Supplier shall remain responsible at all times for compliance with the confidentiality obligations set out in this Contract by the persons to whom disclosure has been made. The Buyer may disclose Confidential Information in any of the following cases: on a confidential basis to the employees, agents, consultants and contractors of the Buyer; on a confidential basis to any Crown Body, any successor body to a Crown Body or any company that the Buyer transfers or proposes to transfer all or any part of its business to; if the Buyer (acting reasonably) considers disclosure necessary or appropriate to carry out its public functions; where requested by Parliament; and under clauses 5.7 and 16. For the purposes of clauses 15.2 to 15.4 references to disclosure on a confidential basis means disclosure under a confidentiality agreement or arrangement including terms as strict as those required in clause 15. Transparency Information, and Information which is exempt from disclosure by clause 16 is not Confidential Information. The Supplier must not make any press announcement or publicise the Contract or any part of it in any way, without the prior written consent of the Buyer and must take all reasonable endeavours to ensure that Supplier Staff do not either. The Supplier must tell the Buyer within 48 hours if it receives a Request For Information. In accordance with a reasonable timetable and in any event within 5 Working Days of a request from the Buyer, the Supplier must give the Buyer full co-operation and information needed so the Buyer can: comply with any Request For Information if the Contract has a value over the relevant threshold in Part 2 of the Regulations, comply with any of its obligations in relation to publishing Transparency Information. To the extent that it is allowed and practical to do so, the Buyer will use reasonable endeavours to notify the Supplier of a Request For Information and may talk to the Supplier to help it decide whether to publish information under clause 16. However, the extent, content and format of the disclosure is the Buyer’s decision in its absolute discretion.

Independent Controllers of Personal Data. In the event that the Parties are Independent Controllers in respect of Personal Data under the Contract, the terms set out in Error: Reference source not found Error: Reference source not found Part C Independent Controllers (Optional) of Annex 1 – Processing Personal Data shall apply to this Contract. WHAT YOU MUST KEEP CONFIDENTIAL‌ Each Party must: must:‌ keep all Confidential Information it receives confidential and secure; not disclose, use or exploit the disclosing Party's Confidential Information without the disclosing Party's prior written consent, except for the purposes anticipated under the Contract; and immediately notify the disclosing Party if it suspects unauthorised access, copying, use or disclosure of the Confidential Information. In spite of clause 15.1, a Party may disclose Confidential Information which it receives from the disclosing Party in any of the following instances: instances:‌ where disclosure is required by applicable Law if the recipient Party notifies the disclosing Party of the full circumstances, the affected Confidential Information and extent of the disclosure; if the recipient Party already had the information without obligation of confidentiality before it was disclosed by the disclosing Party; if the information was given to it by a third party without obligation of confidentiality; if the information was in the public domain at the time of the disclosure; disclosure;‌ if the information was independently developed without access to the disclosing Party's Confidential Information; on a confidential basis, to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers on a need-to-know basis; and and‌ to the Serious Fraud Office where the recipient Party has reasonable grounds to believe that the disclosing Party is involved in activity that may be a criminal offence under the Bribery Act 2010. The Supplier may disclose Confidential Information on a confidential basis to Supplier Staff on a need-to-to- know basis to allow the Supplier to meet its obligations under the Contract. The Supplier shall remain responsible at all times for compliance with the confidentiality obligations set out in this Contract by the persons to whom disclosure has been made. The Buyer may disclose Confidential Information in any of the following cases: cases:‌ on a confidential basis to the employees, agents, consultants and contractors of the Buyer; on a confidential basis to any Crown Body, any successor body to a Crown Body or any any‌ company that the Buyer transfers or proposes to transfer all or any part of its business to; if the Buyer (acting reasonably) considers disclosure necessary or appropriate to carry out its public functions; where requested by Parliament; and under clauses 5.7 and 16. 16.‌ For the purposes of clauses 15.2 to 15.4 references to disclosure on a confidential basis means disclosure under a confidentiality agreement or arrangement including terms as strict as those required in clause 15. Transparency Information, and Information which is exempt from disclosure by clause 16 is not Confidential Information. The Supplier must not make any press announcement or publicise the Contract or any part of it in any way, without the prior written consent of the Buyer and must take all reasonable endeavours to ensure that Supplier Staff do not either. The Supplier must tell the Buyer within 48 hours if it receives a Request For Information. In accordance with a reasonable timetable and in any event within 5 Working Days of a request from the Buyer, the Supplier must give the Buyer full co-operation and information needed so the Buyer can: comply with any Request For Information if the Contract has a value over the relevant threshold in Part 2 of the Regulations, comply with any of its obligations in relation to publishing Transparency Information. To the extent that it is allowed and practical to do so, the Buyer will use reasonable endeavours to notify the Supplier of a Request For Information and may talk to the Supplier to help it decide whether to publish information under clause 16. However, the extent, content and format of the disclosure is the Buyer’s decision in its absolute discretion.

Independent Controllers of Personal Data. In the event that the Parties are Independent Controllers in respect of Personal Data under the Contract, the terms set out in Error: ! Reference source not found found. Error: Reference ! Re ▇▇▇▇▇▇▇ source not found found. of Annex 1 – Processing Personal Data Not Used shall apply to this Contract. Each Party must: keep all Confidential Information it receives confidential and secure; not disclose, use or exploit the disclosing Party's Confidential Information without the disclosing Party's prior written consent, except for the purposes anticipated under the Contract; and immediately notify the disclosing Party if it suspects unauthorised access, copying, use or disclosure of the Confidential Information. In spite of clause 15.10, a Party may disclose Confidential Information which it receives from the disclosing Party in any of the following instances: where disclosure is required by applicable Law if the recipient Party notifies the disclosing Party of the full circumstances, the affected Confidential Information and extent of the disclosure; if the recipient Party already had the information without obligation of confidentiality before it was disclosed by the disclosing Party; if the information was given to it by a third party without obligation of confidentiality; if the information was in the public domain at the time of the disclosure; if the information was independently developed without access to the disclosing Party's Confidential Information; on a confidential basis, to its auditors or for the purposes of regulatory requirements; on a confidential basis, to its professional advisers on a need-to-know basis; and to the Serious Fraud Office where the recipient Party has reasonable grounds to believe that the disclosing Party is involved in activity that may be a criminal offence under the Bribery Act 2010. The Supplier may disclose Confidential Information on a confidential basis to Supplier Staff on a need-to-to- know basis to allow the Supplier to meet its obligations under the Contract. The Supplier shall remain responsible at all times for compliance with the confidentiality obligations set out in this Contract by the persons to whom disclosure has been made. The Buyer may disclose Confidential Information in any of the following cases: on a confidential basis to the employees, agents, consultants and contractors of the Buyer; on a confidential basis to any Crown Body, any successor body to a Crown Body or any company that the Buyer transfers or proposes to transfer all or any part of its business to; if the Buyer (acting reasonably) considers disclosure necessary or appropriate to carry out its public functions; where requested by Parliament; and under clauses 5.7 0 and 160. For the purposes of clauses 15.2 0 to 15.4 0 references to disclosure on a confidential basis means disclosure under a confidentiality agreement or arrangement including terms as strict as those required in clause 150. Transparency Information, and Information which is exempt from disclosure by clause 16 0 is not Confidential Information. The Supplier must not make any press announcement or publicise the Contract or any part of it in any way, without the prior written consent of the Buyer and must take all reasonable endeavours to ensure that Supplier Staff do not either. The Supplier must tell the Buyer within 48 hours if it receives a Request For Information. In accordance with a reasonable timetable and in any event within 5 Working Days of a request from the Buyer, the Supplier must give the Buyer full co-operation and information needed so the Buyer can: comply with any Request For Information if the Contract has a value over the relevant threshold in Part 2 of the Regulations, comply with any of its obligations in relation to publishing Transparency Information. To the extent that it is allowed and practical to do so, the Buyer will use reasonable endeavours to notify the Supplier of a Request For Information and may talk to the Supplier to help it decide whether to publish information under clause 16. However, the extent, content and format of the disclosure is the Buyer’s decision in its absolute discretion.