Content Headings

Key Issues

Example clauses

Notes and References

Confidentiality

Confidential Information

In this Agreement, "Confidential Information" means all information relating to the other party which is supplied by or on behalf of the other party (whether before or after the date of this Agreement), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with the other party or which is obtained through observations made by the receiving party. "Confidential Information" also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information.

Use and disclosure of Confidential Information

Each party shall hold in confidence any Confidential Information, provided that the provisions of this Clause shall not restrict either party from passing such information to its professional advisers, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement, and provided further that Concessionaire may, subject to obtaining appropriate confidentiality restrictions:

(a)  pass to the Funders such documents and other information as are reasonably required by the Funders in connection with the raising of finance for the Project Operations or which Concessionaire is obliged to supply by the terms of the Funding Agreements; and

(b)  pass to the Concessionaire and the Service Providers documents and other information which are necessary for Concessionaire's performance of this Agreement.

Exceptions

The obligation to maintain the confidentiality of the Confidential Information does not apply to Confidential Information:

(a)   which the other party confirms in writing is not required to be treated as Confidential Information;

(b)   which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement;

(c)   to the extent any person is required to disclose such Confidential Information by Law or any regulatory or government authority (but only to that extent);

(d)   as the Authority may require for the purpose of the Project Operations or for the operation, maintenance or improvement of the Facilities in the event of, or following, termination of this Agreement;

(e)   disclosed pursuant to Clause [authority disclosure]; or

(f)  to the extent required to be disclosed pursuant to Clause [Information and Audit Access].

Announcements

Unless otherwise required by any Law or any regulatory or governmental authority (but only to that extent), neither party shall make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of any Confidential Information or in the case of Concessionaire of its (or any Concessionaire Party's) interest in the Project or, in any such case, any matters relating thereto, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed).

See SOPC Section 25.

Example clause adapted from Department of Health (UK), Standard Form Project Agreement Index reference A1 Folder 1.