Common use of Undertakings by the Parties Clause in Contracts

Undertakings by the Parties. 2.1 Each Party acknowledges that the Confidential Information is confidential and undertakes: (a) to use the Confidential Information solely for the Permitted Purpose; (b) to keep the Confidential Information in strict confidence; (c) to keep confidential and not disclose to anyone the extent, nature or status of any discussions or negotiations which are taking place or have taken place in connection with the Project including the EOI and the RFP; (d) before disclosing Confidential Information to any Affiliate or to its agents or advisers and where the Receiving Party is PSO also to Other Stakeholders to ensure that such person is aware of the discloser’s obligations hereunder; (e) not without the prior written consent of the Disclosing Party to disclose any Confidential Information furnished to it to any third party provided that where the Receiving Party is PSO it may disclose any Confidential Information to the Other Stakeholders without such prior written consent of the Disclosing Party. 2.2 Notwithstanding the restriction on use and disclosure set out in Clause 2.1 above the Receiving Party may use or disclose Confidential Information: (a) which at the time of its disclosure to the Receiving Party is in or subsequently comes into the public domain other than as a result of any breach of the terms of this Agreement; or (b) which was already known to the Receiving Party or any of its Affiliates at the time of its disclosure to the Receiving Party is not otherwise subject to any confidentiality obligations and was not acquired directly or indirectly from the Disclosing Party; or (c) which is at any time after the date of this Agreement lawfully acquired by the Receiving Party or any of its Affiliates from any third party who is not bound by any obligation of confidentiality in respect of such Confidential Information; or (d) which the Receiving Party is required to disclose by any applicable law or the rules of any regulatory body or government agency lawfully requesting the same or the rules of any recognized stock exchange to which the Receiving Party is subject or by any court of competent jurisdiction acting in pursuance of its powers provided that the Receiving Party shall give written notice to the Disclosing Party prior to such disclosure; or (e) to such of the Receiving Party's Affiliates who need to have access to the Confidential Information for the Permitted Purpose provided that the Receiving Party shall ensure that each of them has been informed of the confidential nature of the Confidential Information; or (f) to such of the Receiving Party's advisers and consultants who need to have access to the Confidential Information for the Permitted Purpose provided that the Receiving Party shall ensure that each of them has been informed of the confidential nature of the Confidential Information and has agreed to observe the terms of this Agreement.

Undertakings by the Parties. 2.1 Each The Recipient Party acknowledges that the any Confidential Information furnished to it hereunder is confidential and undertakes: (a) to use the such Confidential Information solely for the Permitted Purposepurpose set out in Recital A; (b) to keep the Confidential Information in strict confidence; (c) to keep confidential and not disclose to anyone the fact that the Confidential Information has been made available to it or the extent, nature or status of any discussions or negotiations which are taking place or have taken place in connection with the Project including the EOI and the RFPProject; (d) before disclosing Confidential Information to any Affiliate or to its agents or advisers and where the Receiving Party is PSO also to Other Stakeholders to ensure that such person is aware of the discloser’s obligations hereunder; (e) not not, without the prior written consent of the Disclosing Party Party, to disclose any Confidential Information furnished to it to any third party provided anyone other than those of its Representatives, who have a legitimate need to know such Confidential Information in order to perform their duties relating to the Project; to: ensure that where a Representative is aware of all of the Receiving Party is PSO it may disclose Recipient Party’s obligations under this Agreement, before disclosing any Confidential Information to such Representative; (ii) ensure compliance by its Representatives of the Other Stakeholders without such prior written consent obligations imposed on the Recipient Party under this Agreement, as if its Representatives were the Recipient Party; and so far as possible, to keep separate all Confidential Information from all its documents and other records. The Recipient Party further acknowledges that any Confidential Information disclosed to the Recipient Party’s Representatives by or on behalf of the Disclosing Party or any of the Disclosing Party’s Representatives shall be deemed to be disclosure of such Confidential Information to the Recipient Party for the purposes of this Agreement. 2.2 Notwithstanding the restriction on use and disclosure set out The undertakings in Clause clause 2.1 above the Receiving Party may use or disclose shall not apply to any Confidential InformationInformation which: (a) which at the time of its disclosure to the Receiving Recipient Party is in or subsequently comes into the thereafter has become part of public domain other than as a result knowledge or literature without breach of any breach of the terms of this Agreement; orsaid undertakings by the Recipient Party; (b) which the Recipient Party can show was already known to the Receiving Party or any of in its Affiliates possession at the time of its disclosure to the Receiving Party is not otherwise subject to any confidentiality obligations hereunder and was not acquired directly or indirectly from the Disclosing Partyby it under an obligation of confidence; or (c) which is at any time the Recipient Party can show was received by it after the date time of this Agreement lawfully acquired by disclosure hereunder from a third party (other than one disclosing on behalf of the Receiving Disclosing Party or the Disclosing Party’s Affiliates) who could lawfully do so and who did not derive the Confidential Information from the Disclosing Party or the Disclosing Party’s Representatives. The foregoing exceptions shall not, however, apply to: (i) specific information merely because it is embraced by or included with other information which falls within any of its Affiliates from any third party who is not bound by any obligation of confidentiality in respect one or more of such Confidential Informationexceptions; or (dii) which any combination of information merely because specific information (but not the Receiving combination itself) fall within any one or more of such exceptions. 2.3 In the event that the Recipient Party or any Representative is required or requested by any court, legislative, regulatory or administrative body, including any recognised stock exchange, to disclose by any applicable law or Confidential Information furnished to it hereunder, then the rules of any regulatory body or government agency lawfully requesting Recipient Party will, to the same or extent that it is lawful to do so, promptly inform the rules of any recognized stock exchange Disclosing Party before such disclosure is made, so that an appropriate protective order and/or other action can be sought and/or other action can be taken if possible (and if it is not lawful to which the Receiving Party is subject or by any court of competent jurisdiction acting in pursuance of its powers provided that the Receiving Party shall give written notice to inform the Disclosing Party prior to such disclosure; or, the Recipient Party shall inform the Disclosing Party as soon as it becomes lawful to do so). In the event that a protective order or other action is not, or cannot be, obtained, then: (ea) to such of the Receiving Party's Affiliates who need to have access Recipient Party or the Representative (as appropriate), may disclose to the Confidential Information for the Permitted Purpose provided appropriate body that the Receiving Party shall ensure that each of them has been informed of the confidential nature of the Confidential Information; or (f) to such of the Receiving Party's advisers and consultants who need to have access to the Confidential Information for the Permitted Purpose provided that the Receiving Party shall ensure that each of them has been informed of the confidential nature portion of the Confidential Information which it is legally required to disclose and has agreed shall use reasonable efforts to observe obtain assurances that confidential treatment will be accorded to such Confidential Information; and the terms of Recipient Party shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure that was not permitted under this Agreement.