Railway Reform: Toolkit for Improving Rail Sector Performance - ppiaf

Railway Reform: Toolkit for Improving Rail Sector Performance
Annex 4: Concession Contract Guide
−
−
Information is now in the public domain through means other than a
breach of the confidentiality provisions in the agreement;
Information reached the recipient independently, from a third party free
to disclose the information.
Unless host country law specifically provides, consideration should be given to
provisions that extend confidentiality to Track Access Holders and Track Access
Applicants. The definition of Confidential Information would include information
or data collected by the Concessionaire or a Track Access Holder in the performance
of an Access Agreement as in the following circumstances.
• If the collector discloses information that might be reasonably expected to
affect the commercial affairs of the other party to the Access Agreement;
• That the other party shall be deemed to be the owner of such Confidential
Information.
The parties would agree to maintain confidentiality except in respect of Permitted
Release referred to below, and the Concessionaire would be required to enter into
confidentiality undertakings with Track Access Holders and Track Access Applicants.
Permitted Release could include the following examples:
• Disclosure is required or compelled by any law;
• Disclosure is necessary for the conduct of any legal proceedings, including
any dispute resolution process under the Agreement or the Track Access
Agreement;
• Disclosure is required under any stock exchange listing requirement or rule;
• Disclosure is to the Rail Safety Board;
• Disclosure is to the recipient’s lawyers, or accountants under a duty of confidentiality;
• Disclosure is to the recipient’s banker or other financial institution, to the
extent required for the purpose of raising funds or maintaining compliance
with credit arrangements, if such banker or financial institution has executed
a legally enforceable confidentiality deed in favor of the owner of the Confidential
Information;
• Disclosure is for the purpose of facilitating train control directions where the
disclosure of information is by the Concessionaire in the usual course of undertaking
train control;
• Disclosure is by any person involved in clearing an incident or emergency
that is preventing the operation of Train Services on the Rail Infrastructure;
The World Bank Page 272