8.1. The Parties shall keep confidential all Confidential Information received by one Party from the other Party relating to this Agreement and the Services. The Parties shall inform their officers, employees and agents of such obligation and use all reasonable endeavours to prevent their officers, employees and agents from making any disclosure to any person of any such Confidential Information. The Parties shall only use the Confidential Information for the purpose of performing their obligations under this Agreement.
8.2. The obligations of Clause 8.1 shall not apply to:
8.2.1. any disclosure of information which is already lawfully in the possession of the receiving party, prior to its disclosure by the disclosing party;
8.2.2. any disclosure of information that is reasonably required by any persons engaged in the performance of their obligations under this Agreement for the performance of those obligations;
8.2.3. any information which a Party can demonstrate is already or becomes generally available and in the public domain otherwise than as a result of a breach of this clause 8;
8.2.4. any disclosure to enable a determination to be made under any dispute resolution procedure or in connection with a dispute between a Party and any of its sub- contractors;
8.2.5. was developed by a Party (or on its behalf) who had no direct access to or use or knowledge of the Confidential Information;
8.2.6. is required to be disclosed by any legislation (including statutory orders and guidance) or by order of a court of competent jurisdiction or by decision of the Information Commissioner or Local Government Ombudsman; or
8.2.7. any disclosure of information to a Party’s insurers, insurance advisers or professional advisers.
8.3. Freedom of Information
8.3.1. The Client acknowledges and agrees that JES is subject to legal duties under the Freedom of Information Act and the Environmental Information Regulations (the Acts),
which may require JES to disclose on request information relating to this Agreement or otherwise relating to the Client.
8.3.2. The Client acknowledges and agrees that JES is required by law to consider each and every request made under the Acts for information.
8.3.3. The Client acknowledges and agrees that all decisions made by JES pursuant to a request under the Acts is solely a matter for and at the discretion of JES.
8.3.4. Notwithstanding anything in this Agreement to the contrary (including without limitation any obligations of confidentiality), JES shall be entitled to disclose information in whatever form pursuant to a request made under the Acts, save that in relation to any information that is Exempt Information JES shall use reasonable endeavours (but shall not be obliged) to consult the Client and shall not:
a. confirm or deny that information is held by JES; or
b. disclose information requested. to the extent that in JES’ opinion the information is eligible in the circumstances for an exemption and therefore JES may lawfully refrain from doing either of the things described in clauses
(a) and (b) of this clause 8.3.4.
8.3.5. In relation to information relating to the Client or the Agreement which the Client requests should be exempt under the Acts, the Client shall indemnify JES for any and all costs (including legal fees) incurred by EES in:
a. assessing the application of any exemption under the Acts; and/or
b. responding to any notice under the Acts; and/or
c. lodging any appeal against a decision of the Information Commissioner in relation to disclosure where such costs are incurred pursuant to efforts by JES to withhold Exempt Information.
8.3.6. JES shall in no event be liable for any loss, damage, harm or detriment, howsoever caused, arising from or in connection with the disclosure under the Acts of any Exempt Information or other information whether relating to this Agreement or otherwise relating to the Client.
8.3.7. The Client shall assist JES as reasonably necessary to enable JES to comply with its obligations under the Acts.
8.4. Data Protection
8.4.1. Only process personal data on documented instructions from you, including with regard to transfers of personal data to a third country (a country outside the European Economic Area) or an international organisation, unless required to do so by law. We will inform you of such a legal requirement before the transfer takes place, unless the law prevents us from doing so.
8.4.2. Ensure that our employees and supplier staff authorised to process the personal data have committed themselves under contract of employment or service to maintain the confidentiality
8.4.3. Take all appropriate technical and organisational measures required to keep the personal data secure.
8.4.4. Assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising data subject rights under the Data Protection Act 2018.
Where applicable, security measures have been produced by service/product area.
8.4.5. Assist you in ensuring compliance with your obligations regarding the security of processing personal data, communicating personal data breaches and conducting Data Protection Impact Assessments, taking into account the information available to us.
8.4.6. At your choice, delete or return all the personal data to you after the end of the provision of these services, deleting existing copies unless we required by law to continue to store the personal data.
8.4.7. Make available to you all information necessary to demonstrate compliance with the personal data processing obligations laid down in this section and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you.
8.4.8. Advise you immediately if any instruction received under item a) above is, in our opinion, likely to infringe data protection law provisions.
8.4.9. Only contract with other data processors to process personal data who comply fully with our commitment to you. Agreeing to these service terms is your general written authorisation to us that we can enter into such arrangements provided that we inform you of any intended addition or replacement of data processors, thereby giving you the opportunity to object to such changes. We remain liable to you for the processing of data processors engaged by us.
8.5. This Clause 8 shall survive expiry and/or termination of this Agreement.