Sample Confidentiality Clause in the Contract

February 26, 2011

CONFIDENTIALITY

10. (a) Each Party acknowledges that it may be required to make available to the other Party information protected by patents, trademarks and designs, as well as proprietary systems, designs or processes and technical or business know how (hereinafter referred to as “the Proprietary Information”).

(b) Each Party commits itself to protect Proprietary Information belonging to the other Party and agrees that it will not disclose any Proprietary Information to a third party otherwise than with the prior express agreement in writing of the other Party.

(d) The Parties hereby agree to keep confidential and not use for any purpose other than the Pre-Qualification and the Tender any Proprietary Information communicated directly or indirectly by the other Party or brought to their knowledge concerning the Works. Should a Party or a director, officer, employee, agent, servant, parent company, related company or subsidiary of a Party divulge any Proprietary Information to a third party in the course of carrying out the Works, then that Party shall be responsible for ensuring that the confidentiality of the Proprietary Information is maintained by requiring the third party to execute a confidentiality agreement or by some other appropriate means.

(e) For the purpose of this clause, the definition of Proprietary Information does not include information where:

(i) The Party owning the Proprietary Information (hereinafter referred to as “the Owner Party”) has notified the other Party that the information is in the public domain;

(ii) the Proprietary Information is in the public domain in the same form or medium and arranged, collated or compiled, in the same manner as it was disclosed to the other Parties or created by the Owner Party, through no act, neglect or default of the other Party; or

(iii) The Owner Party has notified, in writing, the other Party that the Owner Party does not require the other Party to maintain the confidentiality of the Proprietary Information.

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