35.1  Confidentiality

The parties agree that:

(a)  the provisions of this Contract and each Project Document shall, subject to clause 35.1(b), not be treated as Confidential Information and may be disclosed without restriction;

(b)  clause 35.1(a) shall not apply to provisions of this Contract or a Project Document designated as Commercially Sensitive Information and listed in Part 1 and Part 2 of Schedule 22 (Commercially Sensitive Information)53 which shall, subject to clause 35.2, be kept confidential for the periods specified in that Part 1 and Part 2;

(c)  each party shall keep confidential all Confidential Information received by one party from the other party relating to this Contract, the Project Documents and/or the Project and shall use all reasonable endeavours to prevent their respective employees and agents from making any disclosure to any person of any such Confidential Information.

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53  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.