RTMC Model Conditions of Contract - Highways Agency

Regional Technology Maintenance ContractConditions of Contractperson• the terms of this contract• any confidential or proprietary information (including PersonalData) provided to or acquired by the Contractor in the course ofProviding the Serviceexcept that the Contractor may disclose information• to its legal or other professional advisers,• to anyone employed by it or acting on its behalf as needed toenable the Contractor to Provide the Service,• where required to do so by law or by any professional orregulatory obligation or by order of any court or governmentalagency, provided that prior to disclosure the Contractor consultsthe Service Manager and takes full account of the ServiceManager’s views about whether (and if so to what extent) theinformation should be disclosed,• which it receives from a third party who lawfully acquired it andwho is under no obligation restricting its disclosure,• which is in the public domain at the time of disclosure other thandue to the fault of the Contractor or• with the consent of the Service ManagerZ7.2 The Contractor does not (and ensures that anyone employed by it oracting on its behalf does not) use any confidential or proprietaryinformation provided to or acquired by it for any purpose other than toProvide the ServiceZ7.3 Where the Service Manager supplies the Contractor with press cuttingsprovided to the Employer under the terms of the Employer’s licence withNLA, the Contractor does not reproduce the cuttings or forward them toany third party unless the Contractor has first entered into an agreementwith NLA authorising it to do soZ7.4 If required by any statute to obtain express authorisation from theEmployer before taking any action, the Contractor obtains suchauthorisationZ7.5 The Contractor acknowledges that the Employer may receive DisclosureRequests and that the Employer may be obliged (subject to theapplication of any relevant exemption and, where applicable, the publicinterest test) to disclose information (including commercially sensitiveinformation) pursuant to a Disclosure Request. Where practicable, theEmployer consults with the Contractor before doing so in accordancewith the relevant Code of Practice. The Contractor uses its bestendeavours to respond to any such consultation promptly and within anydeadline set by the Employer and acknowledges that it is for theEmployer to determine whether or not such information should bedisclosed.Z7.6 When requested to do so by the Employer, the Contractor promptlyRTMC CoC, Issue 1, Rev 0 July 2011