AND
OBLIGATIONS UNDER THIS AGREEMENT AND SUCH CHANGE IN CONTROL WILL BE SUBJECT TO
THE TERMS AND CONDITIONS OF THIS CLAUSE 45.
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(B)
THE CONTRACTOR MUST IMMEDIATELY NOTIFY THE PRINCIPAL OF ANY
PROPOSED CHANGE IN CONTROL (OR, IN THE CASE OF A CHANGE IN CONTROL DUE TO THE
TRANSFER OF SHARES OR SECURITIES IN A PUBLICLY LISTED COMPANY, AS SOON AS IT
BECOMES AWARE OF THAT CHANGE IN CONTROL OR PROPOSED CHANGE IN CONTROL AND IS
PERMITTED BY THE LAWS APPLICABLE TO THAT PUBLICLY LISTED COMPANY TO DISCLOSE
THAT INFORMATION TO THE PRINCIPAL) OF THE CONTRACTOR AND MUST PROVIDE THE
PRINCIPAL WITH DETAILS OF:
(I)
THE IDENTITY OF EACH PROPOSED CONTROLLER;
(II)
THE ADDRESS OF EACH PROPOSED CONTROLLER;
(III)
THE EXTENT AND NATURE OF THE PROPOSED CHANGE IN CONTROL;
AND
(IV)
ANY OTHER INFORMATION NECESSARY FOR THE PRINCIPAL TO
DETERMINE WHETHER TO CONSENT, OR NOT TO CONSENT, TO THE CHANGE IN CONTROL OF THE
CONTRACTOR.
(C)
THE PRINCIPAL WILL NOT UNREASONABLY WITHHOLD ITS CONSENT TO
SUCH CHANGE IN CONTROL OF THE CONTRACTOR, UNLESS THE PRINCIPAL IS OF THE
REASONABLE OPINION THAT:
(I)
THE PROPOSED PERSON GAINING THE CONTROL OF THE CONTRACTOR
FOLLOWING THE CHANGE IN CONTROL:
A.
IS NOT SOLVENT OR REPUTABLE;
B.
HAS AN INTEREST WHICH CONFLICTS IN A MATERIAL WAY WITH THE
INTERESTS OF THE PRINCIPAL OR IS INVOLVED IN A BUSINESS OR ACTIVITIES WHICH ARE
INCOMPATIBLE WITH, OR INAPPROPRIATE IN RELATION TO THE PROJECT; OR
C.
DOES NOT HAVE THE SAME OR GREATER FINANCIAL AND TECHNICAL
CAPACITY THAN THE PERSON IT IS REPLACING OR FROM WHICH IT IS TAKING CONTROL;
(II)
THE PROPOSED CHANGE IS AGAINST THE PUBLIC INTEREST; OR
(III)
THE PROPOSED CHANGE WILL IMPACT ADVERSELY ON THE ABILITY OF
THE CONTRACTOR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER
PROJECT DOCUMENT.
46.
CONFIDENTIALITY, INFORMATION AND PRIVACY
46.1
CONFIDENTIAL INFORMATION
(A)
EACH PARTY WILL TREAT AS CONFIDENTIAL ALL INFORMATION
OBTAINED FROM THE OTHER PARTY 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 PARTY, 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 THE AGREEMENT.
(B)
DESPITE ANY OTHER PROVISION OF THIS AGREEMENT, THE
CONTRACTOR WILL, UPON REQUEST BY THE PRINCIPAL, MAKE ANY INFORMATION OR DATA
THAT IS GENERATED DURING THE PROJECT
163
CONCERNING SOLUTION USAGE AVAILABLE TO THE PRINCIPAL WHO MAY THEN MAKE THAT
INFORMATION AVAILABLE TO THE OPERATORS AND STAKEHOLDERS.
(C)
EACH PARTY WILL TAKE ALL NECESSARY PRECAUTIONS TO ENSURE
THAT ALL INFORMATION OBTAINED FROM THE OTHER PARTY 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 SOLUTION,