23.1 Subject to Clause 23.2, the Parties shall keep confidential all Confidential Information received by them in connection with this Agreement.
23.2 Clause 23.1 shall not apply to:
23.3 any disclosure of information that is in the public domain at the time of disclosure or the receiving party can show is in, or comes into, the public domain after disclosure otherwise than by a breach of these conditions;
23.4 the receiving party can show was already in its possession free of any such restriction prior to receipt from the disclosing party;
23.5 the receiving party can show it has lawfully received from a bona fide third party without breach of any obligation to the disclosing party;
23.6 any disclosure which is required by Legislation or by an order of a court of competent jurisdiction, any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory board having the force of law;
23.7 any disclosure of information by the Parties to any other department, office or agency of the Government or their respective advisers for the purpose of the examination and certification of the Parties' accounts or any examination or investigation; or
23.8 any disclosure that is required to ensure compliance with the Freedom of Information Act 2000 and/or the Environmental Information Regulations 2004.
23.9 Subject to Clause 24 (FOIA and EIR), in respect of all Confidential Information which may be disclosed by one party to the other or acquired by one party from the other under this Agreement, the receiving party undertakes:
23.10 to keep the Confidential Information in strict confidence, and not to use the Confidential Information herewith other than for the purposes of this Agreement;
23.11 only to disclose the Confidential Information to such of its employees on a genuinely need-to-know basis for the purposes of this Agreement, and then only on the understanding that they agree to be similarly bound by the provisions of this Agreement. The receiving party shall be responsible for ensuring that all such employees comply with the confidentiality obligations of this Agreement;
23.12 not to disclose the Confidential Information to any third party whomsoever except with the prior written consent of the disclosing party;
23.13 not to copy or reduce the Confidential Information to writing except as may be strictly necessary for the purposes of this Agreement; and
23.14 to return to the disclosing party on demand or termination all Confidential Information held in any form whatsoever including all copies thereof, and to destroy all notes and any other written reports or documents which may have been made by the receiving party and which contain any part of the Confidential Information, except as authorised in writing by the disclosing party, or as is strictly necessary to complete any outstanding obligations relating hereto between the parties.
23.15 The property in all Confidential Information disclosed by either party to the other pursuant to this Agreement shall, subject to any right of any other owner, remain vested with the disclosing party.
23.16 No licence or other rights are granted in the Confidential Information by the disclosing party to the receiving party.