The Public Body and the Contractor shall keep confidential and shall not disclose to any third party any documents, data, or other information furnished directly or indirectly by the other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract if their disclosure would be contrary to law, would impede law enforcement, would not be in public interest, would prejudice legitimate commercial interest of the parties or would inhibit fair competition.. Notwithstanding the above, the Contractor may furnish to its sub-contractors such documents, data, and other information it receives from the Public Body to the extent required for the sub-contractor to perform its work under the Contract, in which event the Contractor shall obtain from such sub-contractor an undertaking of confidentiality similar to that imposed on the Contractor under this Clause.
The Public Body shall not use such documents, data, and other information received from the Contractor for any purposes unrelated to the Contract. Similarly, the Contractor shall not use such documents, data, and other information received from the Public Body for any purpose other than carrying out the Works in accordance with the Contract.
The obligation of a party under this Clause, however, shall not apply to any Confidential Information that:
(jjjjjjj)The Public Body or Contractor need to share with any other institutions participating in the financing of the Contract;
(kkkkkkk)Now or hereafter enters the public domain other than by breach of the Contract or other act or omissions of that Party;
(lllllll)Is obtained by a third party who is lawfully authorized to disclose such information;
(mmmmmmm)Can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or
(nnnnnnn)Is authorized for release by the prior written consent of the other party.
The Parties shall not be prevented from using any general knowledge, experience or skills which were in their possession prior to the commencement of the Contract;
The Contractor authorizes the Public Body to disclose the Confidential Information to such person(s) as may be notified to the Contractor in writing by the Public Body from time to time to the extent only as is necessary for the purposes of auditing and collating information so as to ascertain a realistic market price for the Works carried out in accordance with the Contract, such exercise being commonly referred to as "benchmarking". The Public Body shall use all reasonable endeavors to ensure that such person(s) keeps the Confidential Information confidential and does not make use of the Confidential Information except for the purpose for which the disclosure is made. The Public Body shall not without good reason claim that the lowest price available in the market is the realistic market price.
The Contractor agrees that:
(ooooooo)Subject to GCC Sub-Clause 28.6 (b), the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Public Body;
(ppppppp)Where the Public Body is managing a request as referred to in GCC Sub-Clause 28.6 (a), the Contractor shall co-operate with the Public Body making the request and shall respond within five (5) working days of any request by it for assistance in determining how to respond to a request for disclosure.
The Contractor shall procure that its sub-contractors shall provide the Public Body with a copy of all information in its possession or power in the form that the Public Body requires within five (5) working days (or such other period as the Public Body may specify) of the Public Body requesting that Information.
The Public Body may consult the Contractor in relation to any request for disclosure of the Contractor's Confidential Information in accordance with all applicable guidance.
The above provisions of this Clause shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract.
This GCC Clause 28 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data. Except as aforesaid and unless otherwise expressly set out in the Contract, this GCC Clause 28 shall remain in force for a period of 3 years after the termination or expiry of this Contract.
In the event that the Contractor fails to comply with this GCC Clause 28, the Public Body reserves the right to terminate the Contract by notice in writing with immediate effect.
