General Conditions for Information Technology Contracts

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GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 41 of 52c) make no admission without the Company's prior consent;d) subject to clause 39.4.3(e) have the right, at its sole cost, to take control of,conduct and settle such claim; ande) at Company's request from time to time, allow the Company to conduct or (asthe case may be) settle all negotiations and legal actions (including nonjudicialdispute resolution) and give the Company all reasonable assistance inrelation thereto, provided always that any sums incurred or recovered in anynegotiations or legal actions conducted or settled pursuant to this clause39.4.3(e) shall be for the Company's own account.39.4.4 Notwithstanding the foregoing, in no event shall the Contractor be entitled to agree toany non-monetary settlement on the Company's behalf without the Company's priorconsent.39.5 The Company shall be entitled to receive full and prompt information about the progress ofany claim in respect of which the Contractor has assumed control under clause 39.4.3(d), atits own cost, to retain its own legal advisers in relation to the same.39.6 The Contractor may, at its expense, substitute by non-infringing Services, materialsor processes or modify any infringing Services, materials or processes, so that theybecome non-infringing, provided that such substituted or modified Services, materialsor processes (as applicable) meet all the requirements of the Contract and have beenapproved by the Company in advance.39.7 The provisions of this clause 39 shall survive termination or expiry of the Contract.March 2011
GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 42 of 5240. CONFIDENTIALITY40.1 The Contractor shall hold Confidential Information strictly confidential and shall not discloseConfidential Information to any person, including any affiliate of the Contractor, without theprior consent of the Company. Subject to the exceptions specified in this clause 40.1, theContractor shall take all reasonable measures to protect the confidentiality of suchConfidential Information. Except as is necessary to enable the Contractor to perform itsobligations under the Contract, the Contractor shall not, without the prior agreement of theCompany, use reproduce, copy, disclose to, place at the disposal of or use on behalf of theContractor or any third party or enable any third party to use, peruse or copy any of theConfidential Information, including drawings, data and computer software which:40.1.1 Is provided to the Contractor by or on behalf of the Company or in relation to theContract;40.1.2 becomes the property of or vested in the Company in accordance with the Contract;or40.1.3 the Contractor prepares in connection with the Services.40.2 If the Contractor discloses any of the Confidential Information to any third party under theprovisions of clause 40.1, the Contractor shall be responsible for ensuring that such thirdparty maintains such Confidential Information, complies with this clause, and returns ordestroys the Confidential Information upon completion of the third party's use necessary forthe Contractor's performance of the Services hereunder. The Contractor shall preventConfidential Information from inappropriately leaving the Site and the Contractor's premises.The Contractor shall provide the Company with lists of the names of any third parties towhom the Confidential Information is disclosed with the date of disclosure, date of return ordestruction, and each and every location of the Confidential Information and each copythereof.40.3 Each member of the Contractor shall take all reasonable measures to protect theconfidentiality of the Confidential Information, provided that the provisions of clause 40.1and clause 40.2 shall not apply to Confidential Information which:40.3.1 is or becomes available to the public domain through no act or omission of theContractor;40.3.2 was in the possession of the Contractor prior to the Contract and which was notsubject to any obligation of confidentiality;40.3.3 was received from a third party whose possession of such Confidential Information islawful and who is under no obligation not to disclose; orMarch 2011
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General Conditions for Information Technology Contracts

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