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last updated: 31st July 2011

For samples of Terms and Conditions please use the following link

The following wording is suggested for inclusion in your Terms and Conditions of contract. Here the word Institution is used - before inclusion in your Terms and Conditions the word University may be need to be substituted.

"Definition

"FOIA" means Freedom of Information Act 2000

1. Confidentiality

1.1. In respect of any Confidential Information it may receive from the other party (the "Discloser") and subject always to the remainder of this Clause 1, each party (the "Recipient") undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party without the Discloser’s prior permission consent provided that:

1.1.1. The Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the commencement of the contract, if

1.1.1.1. It is in, or enters, the public domain other than by breach of the Contract or other act or omissions of the Recipient;

1.1.1.2. It is obtained by a third party who is lawfully authorised to disclose it;

1.1.1.3. It is authorised for release by prior written consent of the Discloser; or

1.1.1.4. The Discloser of which is required to ensure the compliance of the Institution with the FOIA and/or any applicable guidance or codes of practice.

1.2. Nothing in this Clause 1 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law or, where the Contractor is the recipient, to the Contractor’s immediate or ultimate holding company provided that the Contractor procures that such holding company shall enter directly into a confidentiality agreement with the Institution on the same terms as those the Institution has with the Contractor.

1.3. The Contractor acknowledges that the Institution is subject to FOIA.  The Contractor notes and acknowledges the FOIA and both the respective Codes of Practice on the Discharge of the Public Authorities’ Functions and on the management of Records (which are issued under sections 45 and 46 of the FOIA respectively) as may be amended, updated or replaced from time to time.

1.4. The Contractor agrees that:

1.4.1. without prejudice to the generality of Clause 1.2, the provisions of this Clause 1 are subject to the obligations and commitments of the Institution under the FOIA and the Code of Practice.

1.4.2. subject to Clause 1.4 the decision on whether any exemption applies to a request for disclosure of recorded information is the decision solely for the Institution.

1.4.3. where the Institution is managing a request as referred to in clause 1.4, the Contractor shall Co-operate with the Institution and shall provide a full response to any request for assistance from the Institution within five (5) working days of any request by it for assistance in determining how to respond to a request for disclosure.

1.5. The Institution will comply with all applicable guidance regarding consultation with the Contractor in relation to any request for disclosure of the Contractor’s Confidential Information.

1.6. This Clause 1 shall remain in force without limit in time in respect of Confidential Information, which comprises Personal Data.  Save aforesaid and unless otherwise expressly set out in this Contract or the Annex to this Contract, this Clause 1 shall remain in force for a period of 3 years after the termination or expiry of this Agreement."
 

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