Direct Deed - Department of Treasury - The Western Australian ...

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EGRP Redevelopment Project - Pro Forma Direct Deed (Execution Version)Commercial in ConfidenceD. made to a court in the course of proceedings to which thedisclosing person is a party.(c)(Disclosure to Project Co’s Associates): Without limiting the KeySubcontractor's obligations in accordance with paragraph (a), the KeySubcontractor may disclose Confidential Information to:(i)(ii)the Key Subcontractor’s Associates to the extent necessary for thepurpose of undertaking the Project; orsubject to paragraph (d), provided that the Key Subcontractor ensuresthat those Key Subcontractor’s Associates comply with paragraph (a),any prospective financier or equity investor of the Project.(d)(e)(No disclosure): The Key Subcontractor must not disclose any ConfidentialInformation to any prospective financier or equity investor of the Project until, ifrequired by the State, the State has carried out any Probity Investigations inconnection with the relevant entities.(State may disclose): The State may at any time disclose Confidential Informationand any other information in connection with the Project:(i)(ii)(iii)(iv)(v)(vi)(vii)(viii)(ix)to any State department or Minister;to any State Associate to the extent necessary for the purposes of theProject;in accordance with all Laws;in the course of official duties by the Minister for Works of WesternAustralia, the Minister for Corrective Services of Western Australia, thePremier of Western Australia, the Treasurer of Western Australia, DCS,the Department of Works of Western Australia or the Department ofTreasury of Western Australia;to satisfy the requirements of parliamentary accountability;to the Western Australian Auditor-General for the purposes of satisfyingits statutory duties;in accordance with policies of the Western Australian government;in annual reports of Western Australian DCS, Department of Works andthe Department of Treasury; andin accordance with the Freedom of Information Act 1992 (WA) or theParliamentary Commissioners Act 1971 (WA).(f)(Government websites): The contents of the State Project Documents and anyother document in connection with the Project which is authored or authorised bythe State or a Governmental Agency may be published on any Western Australiangovernment internet website other than:(i)(ii)the Financial Model; orthe terms of any Project Documents designated as confidential by theparties in Schedule 16 of the Agreement (Confidential Provisions),without the prior consent of Project Co except:19
EGRP Redevelopment Project - Pro Forma Direct Deed (Execution Version)Commercial in Confidence(iii)(iv)(v)(vi)(vii)(viii)to any State department or Minister provided that such ConfidentialInformation is not further disclosed other than in accordance with thisparagraph 10.1(f);to any State Associate but only to the extent necessary for the purposeof the Project and provided that such information is not further disclosedother than in accordance with this paragraph 10.1(f);to satisfy the requirements of parliamentary accountability andparliamentary disclosure obligations;where required by the Director General, Chief Executive Officer or theCommissioner of the Department of Corrective Services where requiredto do so to exercise the duties of his office provided that such informationis not further disclosed other than in accordance with this paragraph (f);in accordance with all Laws and its obligations under Laws; orto the extent reasonably necessary for the purposes of a value formoney analysis of the Project.10.2 Public announcementsThe Key Subcontractor must not make any public disclosures, announcements or statementsin relation to the Project or the State's or the State Associates' involvement in the Projectwithout the State's prior consent (which will not be unreasonably withheld).11. Acknowledgment, release and indemnity11.1 No LiabilityEach of Project Co and the Key Subcontractor agree that:(a)subject to the Agreement and Clause 7, the State will have no Liability to Project Coor the Key Subcontractor in connection with the exercise by the State of its rights inaccordance with this document except if:(i)(ii)the State has acted fraudulently or unlawfully; orin the course of exercising its rights in accordance with this document,the State has acted with gross negligence; and(b)the exercise (or non-exercise) by the State of its rights in accordance with thisdocument will not limit any other right of the State, whether in accordance with thisdocument or otherwise.11.2 Release and indemnityEach of Project Co and the Key Subcontractor:(a)(b)releases the State and any party acting for or on behalf of the State (including anyAdditional Obligor) from any Liability in connection with the exercise by the State ofits rights in accordance with this document; andindemnifies the State and any party acting for or on behalf of the State (includingany Additional Obligor) against any Claim or Liability to any person by way ofindemnity against, or contribution to, the Claim or Liability of that person to ProjectCo or the Key Subcontractor (as applicable) in connection with any such Liability.20
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