Contract Terms and Conditions for Goods and Services

29.1

Each Party:-

29.1.1 shall treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and

29.1.2 shall not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of the Contract or except where disclosure is otherwise expressly permitted by the provisions of this Contract.

29.2

The Contractor shall take all necessary precautions to ensure that all Confidential Information obtained from the Council under or in connection with the Contract:-

29.2.1 is given only to such of the Staff and professional advisors or consultants engaged to advise it in connection with the Contract as is strictly necessary for the performance of the Contract and only to the extent necessary for the performance of the Contract;

29.2.2 is treated as confidential and not disclosed (without prior Council approval) or used by any Staff or such professional advisors or consultants otherwise than for the purposes of the Contract;

29.3

The Contractor shall ensure that Staff or its professional advisors or consultants are aware of the Contractor’s confidentiality obligations under this Contract.

29.4

The Contractor shall not use any Confidential Information it receives from the Council otherwise than for the purposes of the Contract.

29.5

The provisions of Conditions 25.1 to 25.4 shall not apply to any Confidential Information received by one Party from the other:-

29.5.1 which is or becomes public knowledge (otherwise than by breach of this Condition);

29.5.2 which was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party;

29.5.3 which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

29.5.4 which is independently developed without access to the Confidential Information; or

29.5.5 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 the Environmental Information Regulations pursuant to Condition 30 (Freedom of Information).

29.6

Nothing in this Condition shall prevent the Council:-

29.6.1 disclosing any Confidential Information for the purpose of:-

29.6.2 the examination and certification of the Council’s accounts; or

29.6.3 any examination pursuant to Section 6(1) of the National Audit Act 1983, or any other Statutory provision, of the economy, efficiency and effectiveness with which the Council has used its resources; or

29.6.4 disclosing any Confidential Information obtained from the Contractor:-

1. to any government department or any other Contracting Authority.  All government departments or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other government departments 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 government department or any Contracting Authority; or
2. to any person engaged in providing any services to the Council for any purpose relating to or ancillary to the Contract:

provided that, in disclosing information under Condition 25.6.4, the Council discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate.

29.7

Nothing in this Condition shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights. 

29.8

In the event that the Contractor fails to comply with this Condition 25, the Council reserves the right to terminate the Contract by notice in writing with immediate effect.