55.1  Duty of Confidentiality

55.1.1  The parties agree that provisions of this Agreement and each Project Document shall, subject to clauses 55.1.2 (Duty of Confidentiality) below, not be treated as Confidential Information and may be disclosed without restriction.

55.1.2  Clauses 55.1.2 (Duty of Confidentiality) above shall not apply to provisions of this Agreement or a Project Document designated as Commercially Sensitive Information and listed in Part I of Schedule 22 (Commercially Sensitive Information) to this Agreement264 which shall, subject to clause 55.2 (Permitted Disclosure) below, be kept confidential for the periods specified in that part.

55.1.3  The parties shall keep confidential all Confidential Information received by one party from the other party relating to this Agreement and Project Documents or the Project and shall use all reasonable endeavours to prevent their employees and agents from making any disclosure to any person of any such Confidential Information.

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264  Authorities should keep this exemption strictly limited and should be mindful of FOIA and OGC guidance when agreeing what parts of the documents should be treated as Commercially Sensitive Information.  Proper due diligence is required here in order to avoid the Authority being in a position where it is required to disclose information under FOIA which has been designated as Commercially Sensitive.