RTMC Model Conditions of Contract - Highways Agency

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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
Regional Technology Maintenance ContractConditions of ContractClause Z8provides information in its possession relating to this contract and assistsand co-operates with the Employer to enable the Employer to respond toa Disclosure Request within the time limit set out in the relevantlegislation.Z7.7 The Contractor promptly passes any Disclosure Request which it receivesto the Employer. The Contractor does not respond directly to aDisclosure Request unless instructed to do so by the Employer.Z7.8 A Disclosure Request is a request for information relating to this contractreceived by the Employer pursuant to the Freedom of Information Act2000, the Environmental Information Regulations 2004 or otherwise.Z7.9 The Contractor acknowledges that the Employer is obliged to publish theprovisions of this contract, in accordance with the Cabinet Office'sEfficiency Reform Group Transparency - Publication of New CentralGovernment Contracts of December 2010, or any later revision, except tothe extent that any information in it is exempt from disclosure pursuant tothe Freedom of Information Act 2000. The Employer consults withthe Contractor before deciding whether information is exempt, but theContractor acknowledges that the Employer has the final decision. TheContractor co-operates with and assists the Employer to publishthis contract in accordance with the Employer's obligation.Conflict of interestZ8.1 The Contractor does not take an action which would cause a conflict ofinterest to arise in connection with this contract. The Contractor notifiesthe Employer if there is any uncertainty about whether a conflict ofinterest may exist or arise.Clause Z9 Official Secrets ActsZ9.1 The Contractor advises his employees and Subcontractors of how theOfficial Secrets Acts 1911 to 1989 apply to them during and afterperformance of the service.Z9.2 A failure to comply with this condition is treated as a the Contractorhaving Substantially hindered the Employer or Others.Clause Z10 SubcontractingZ10.1 The Contractor includes in the contract for each subcontract a period forpayment to the Subcontractor which is no greater than 30 days fromreceipt of an invoice issued in accordance with that contract, and anyterm in the subcontract to the contrary would not apply.Z10.2 The Contractor includes in the contract for each subcontract• provisions embodying the principles of supply chain managementset out in the Quality Plan,• an obligation on the Subcontractor to work with the Contractor toassist the Employer to achieve its strategic aims and objectives forthe maintenance, operation and improvement of the Regionaltechnology network and the Traffic Technology Systems and toseek continual improvement in the delivery of the service,• an obligation on the Subcontractor to keep detailed cost records inthe same format and containing the same details and for the sameperiod, as the Contractor is required to keep, and to make therecords available to the Contractor and the Employer and hisrepresentatives (including the Service Manager) on request,RTMC CoC, Issue 1, Rev 0 July 2011
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RTMC Model Conditions of Contract - Highways Agency

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