Confidential Information T&Cs
- 18.1 For the duration of this Agreement and a period of 1 (one) year thereafter, each party hereby undertakes to the other to:
18.1.1 keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or entering into or to performance of this Agreement ("the information")
18.1.2 not without the other party's written consent to disclose the information in whole or in part to any other person save those of its employees, agents and sub-contractors involved in the implementation, of this Agreement and who have a need to know the same
18.1.3 to use the information solely in connection with the implementation of this Agreement and not for its own or the benefit of any third party; and
18.1.4 protect the confidential information of the providing party using the same standard of care used to safeguard its own confidential information and agrees further to store and handle the confidential information in such a way as to prevent any unauthorised disclosure thereof.
- 18.2 The provisions of clause 18.1 above shall not apply to the whole or any part of the information to the extent that it is:
18.2.1 trivial or obvious;
18.2.2 already in the other's possession other than as a result of a breach of this clause;
18.2.3 independently developed by one party prior to the execution of this Agreement;
18.2.4 in the public domain through no fault of the receiving party; or
18.2.5 is disclosed by the receiving party to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulations in force from time to time; provided that in these circumstances, the receiving party shall, to the extent permitted by law, advise the disclosing party in writing prior to such disclosure to enable the disclosing party to take whatever steps it deems necessary to protect its interest in this regard; provided further that the receiving party will disclose only that portion of the information which it is legally required to disclose and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances.
- Each party hereby undertakes to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of the information and the provisions of this clause 18 and without prejudice to the generality of the aforegoing, to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause 18.