IN RESPECT OF OBLIGATIONS WHICH THE
PRINCIPAL'S NOMINEE IS NOT REQUIRED TO ASSUME; OR
(C)
RELEASE THE CONTRACTOR OR
THE PRINCIPAL IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR LIABILITY
FOR ANY BREACH OF THIS AGREEMENT OR OTHER LIABILITY ON THE PART OF THE
CONTRACTOR OR THE PRINCIPAL UNDER THIS AGREEMENT WHICH RELATES TO THE PERIOD
PRIOR TO THE DATE OF THE NOVATION NOTICE.
22.6
SET OFF IN RELATION TO TERMINATION
OF ACCESS PROVIDER'S RIGHTS
The Contractor and the Principal agree that no right of set off or counterclaim
may be exercised against the Principal's Nominee in relation to this Agreement
if:
(A)
THE AGREEMENT IS NOVATED
TO THE PRINCIPAL'S NOMINEE; AND
(B)
THE RIGHT RELATES TO A
CIRCUMSTANCE, EVENT, BREACH OR FAILURE OCCURRING OR ARISING PRIOR TO THE DATE OF
THE NOVATION NOTICE.
23.
CONFIDENTIALITY AND PUBLICITY
23.1
CONFIDENTIAL INFORMATION
(A)
EACH PARTY WILL TREAT AS
CONFIDENTIAL ALL INFORMATION OBTAINED FROM THE OTHER PARTIES UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND:
(I)
WILL NOT DISCLOSE SUCH
INFORMATION TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES, EXCEPT TO SUCH PERSONS AND TO SUCH EXTENT AS MAY BE NECESSARY FOR THE
PERFORMANCE OF THIS AGREEMENT OR AS OTHERWISE REQUIRED BY LAW; AND
(II)
WILL NOT USE ANY OF THAT
INFORMATION OTHERWISE THAN FOR THE PURPOSES OF THIS AGREEMENT.
(B)
EACH PARTY WILL TAKE ALL
NECESSARY PRECAUTIONS TO ENSURE THAT ALL INFORMATION OBTAINED FROM THE OTHER
PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT:
(I)
IS GIVEN TO EACH MEMBER
OF STAFF AND, IN THE CASE OF THE CONTRACTOR, TO ITS SUBCONTRACTORS, ONLY TO THE
EXTENT NECESSARY FOR THAT MEMBER OF STAFF'S OR THE SUBCONTRACTOR'S ACTIVITIES IN
RELATION TO THE PROJECT; AND
(II)
IS TREATED AS CONFIDENTIAL
AND NOT DISCLOSED (WITHOUT PRIOR WRITTEN APPROVAL) OR USED BY ANY MEMBER OF
STAFF OR SUBCONTRACTOR OTHERWISE THAN FOR THE PURPOSES OF THIS AGREEMENT OR THE
PROJECT.
31
23.2
EXCEPTIONS
(A)
THE PROVISIONS OF
CLAUSE 23.1 WILL NOT APPLY TO ANY INFORMATION:
(I)
WHICH IS OR BECOMES
PUBLIC KNOWLEDGE (OTHERWISE THAN BY BREACH OF THIS CONDITION); OR
(II)
WHICH WAS IN THE
POSSESSION OF THE PARTY CONCERNED, WITHOUT RESTRICTION AS TO ITS DISCLOSURE,
BEFORE RECEIVING IT FROM THE DISCLOSING PARTY.
(B)
NOTHING IN THIS CLAUSE 23
WILL PREVENT THE PRINCIPAL, THE ACCESS PROVIDER OR THE CONTRACTOR FROM
DISCLOSING ANY INFORMATION OBTAINED FROM THE PRINCIPAL, THE CONTRACTOR OR THE
ACCESS PROVIDER TO ANY OTHER DEPARTMENT, OFFICE, OR AGENCY OF THE COMMONWEALTH
OR STATE OF VICTORIA, OR TO ANY PERSON ENGAGED BY THE PRINCIPAL IN CONNECTION
WITH THIS AGREEMENT OR THE PROJECT, PROVIDED THAT IN DISCLOSING THE INFORMATION
THE PRINCIPAL HAS REQUIRED THAT THE INFORMATION IS TREATED AS CONFIDENTIAL,
INCLUDING REQUIRING CONFIDENTIALITY UNDERTAKINGS WHERE APPROPRIATE.
(C)
NOTHING IN THIS CLAUSE 23
WILL PREVENT EITHER PARTY FROM USING, IN THE COURSE OF ITS NORMAL BUSINESS, ANY
TECHNIQUES, IDEAS OR KNOW-HOW GAINED DURING THE PERFORMANCE OF THIS AGREEMENT,
TO THE EXTENT THAT THIS DOES NOT RESULT IN A DISCLOSURE OF CONTRACT-SPECIFIC