(6)  For purposes of this PPP Contract, Confidential Information means:

(a)  information (however it is conveyed or on whatever media it is stored) the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, commercially sensitive intellectual property rights and know-how of either Party, including all personal data and sensitive personal data; and

(b)  the sub-set of Confidential Information listed in Column 1 of Part I - Commercially Sensitive Contractual Provisions and Column 1 of Part II - Commercially Sensitive Material of Schedule [insert reference to the Commercially Sensitive Information Schedule] in each case for the period specified in Column 2 of Parts I and II of such Schedule ("Commercially Sensitive Information").

(7)  Clause (3) above shall not apply to Confidential Information which shall, subject to Clause (9) below, be kept confidential for the periods specified in Schedule [insert reference to the Commercially Sensitive Information Schedule].

(8)  The Parties shall keep confidential all Confidential Information received by one Party from the other Party relating to this PPP Contract [and any Project Agreements] or the PPP Project and shall use all reasonable endeavors to prevent their employees and agents from making any disclosure to any person of any such Confidential Information.

(9)  Clauses (7) and (8) above shall not apply to:

(a)  any disclosure of information that is reasonably required by any person engaged in the performance of their obligations under the PPP Contract for the performance of those obligations;

(b)  any matter which a Party can demonstrate is already, or becomes, generally available and in the public domain otherwise than as a result of a breach of this Clause [Confidentiality];

(c)  any disclosure to enable a determination to be made under Clause [insert reference to Dispute Resolution clause] or in connection with a dispute between the Private Partner and any of its sub-contractors;

(d)  any disclosure which is required pursuant to [insert reference to legislation containing public disclosure obligations] as well as any other statutory, legal (including any order of a court of competent jurisdiction) or Parliamentary obligation placed upon the party making the disclosure or the rules of any stock exchange or governmental or regulatory authority concerned;

(e)  any disclosure of information which is already lawfully in the possession of the receiving Party, prior to its disclosure by the disclosing Party;

(f)  any provision of information to:

(i)  the Parties' own professional advisers or insurance advisers; and/or

(ii)  the Lenders or the Lenders' professional advisers or insurance advisers or, where it is proposed that a person should or may provide funds (whether directly or indirectly and whether by loan, equity participation or otherwise) to the Private Partner to enable it to carry out its obligations under the PPP Contract, or may wish to acquire shares in the Private Partner in accordance with the provisions of this PPP Contract to that person or their respective professional advisers but only to the extent reasonably necessary to enable a decision to be taken on the proposal; and/or

(iii)  international or bilateral financial institutions involved in the PPP Project as Lenders, political risk insurers or guarantors.

(iv)  any rating agency which may be engaged to provide a rating or rating assessment in relation to any Senior Debt.

(g)  any disclosure by the Contracting Authority of information relating to the design, construction, operation and maintenance of the PPP Project and such other information as may be reasonably required for the purpose of conducting a due diligence exercise, to any proposed new private partner, its advisers and Lenders, should the Contracting Authority decide to retender the PPP Contract or undertake any market testing;

(h)  any registration or recording of the required permits and property registration required;

(i)  any disclosure of information by the Contracting Authority to any other relevant authority or their respective advisers or to any person engaged in providing services to the Contracting Authority for any purpose related to or ancillary to the PPP Contract; or

(j) any disclosure for the purpose of:

(i)  the examination and certification of the Contracting Authority's or the Private Partner's accounts;

(ii)  any examination pursuant to [insert reference to any auditing obligations for public contracts] of the economy, efficiency and effectiveness with which the Contracting Authority has used its resources;

(iii)  complying with a proper request from either Party's insurance adviser, or insurer on placing or renewing any insurance policies; or

(iv)  (without prejudice to the generality of Clause (d) above) compliance with [insert reference to any laws requiring disclosure (e.g. environmental laws)]].

(10)  When disclosure is permitted under Clause (9) above, other than Clauses (9)(b), (d), (e), (h) and (j), the Party providing the information shall ensure that the recipient of the information shall be subject to the same obligation of confidentiality as that contained in this PPP Contract. [The Private Partner shall expressly inform any person to whom it discloses any information under this Clause [Confidentiality] of the confidentiality restrictions set out in this Clause [Confidentiality] and shall procure its compliance with the terms of this Clause [Confidentiality] as if it were party to this PPP Contract and the Private Partner shall be responsible for any breach by any such person of the provisions of this Clause [Confidentiality].]

(11)  Where the Private Partner, in carrying out its obligations under the PPP Contract, is provided with information relating to [end users], the Private Partner shall not disclose or make use of any such information otherwise than for the purpose for which it was provided, unless the Private Partner has obtained the prior written consent of that [end user] and has obtained the prior written consent of the Contracting Authority.

(12)  On or before the expiry date, the Private Partner shall ensure that all documents or computer records in its possession, custody or control, which contain information relating to [end users] including any documents in the possession, custody or control of a sub-contractor, are delivered up to the Contracting Authority.

(13)  The provisions of this Clause [Confidentiality] are without prejudice to the application of [insert any relevant law governing official secrets or national security information].