61.1  Duty of Confidentiality

(a)  The parties agree that the terms of this Agreement and each Project Document shall, subject to clause 61.1.2 (Duty of Confidentiality) below, not be treated as Confidential Information and may be disclosed without restriction.

(b)  Clause 61.1.1 (Duty of Confidentiality) above shall not apply to terms of this Agreement or a Project Document designated as Commercially Sensitive Information and listed in Part 1 of Schedule 21 (Confidential Information) to this Agreement, which shall, subject to clause 61.2 (Permitted Disclosure) below, be kept confidential for the relevant periods specified in that Part.177

(c)  The Parties shall keep confidential all Confidential Information received by one Party from the other Party relating to this Agreement and the 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 Confidential Information.

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177  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 the FOIA which has been designated as Commercially Sensitive.