Health Research Board

29. Confidentiality

29.1 In this clause “Confidential Information” means all information disclosed whether in writing, orally or by another means whether directly or indirectly and whether specifically designated as “confidential” or which ought reasonably to be regarded as confidential  under or in connection with the Grant by one party (“the Disclosing Party”) to the other party (“the Receiving Party”) whether before or after the date of the Grant Letter.

29.2 Subject to the provisions of clause 14 (Publication) and clause 27 (Freedom of Information), during the Term of the Grant and after termination or expiration of it for any reason the Host Institution shall:-

29.2.1 not disclose Confidential Information for any purpose other than the performance of its obligations in relation to the Grant;

29.2.2 not disclose Confidential Information to any person except with the prior written consent of the Disclosing Party;

29.2.3 make every effort to prevent the use or disclosure of Confidential Information.

29.3 The Receiving Party may disclose Confidential Information to any of its directors, other officers and employees (“a Recipient”) to the extent that the disclosure is reasonably necessary for the purposes of the Grant.

29.4 Before disclosure to a Recipient the Receiving Party shall ensure that the Recipient is made aware of and complies with the Receiving Party’s obligations of confidentiality as if the Recipient was a party to the Grant Conditions.

29.5 The Receiving Party may disclose Confidential Information of the Disclosing Party if and to the extent that:-

29.5.1 it is required by the law of any relevant jurisdiction (including the Freedom of Information Acts, 1997 and 2003) or pursuant to an order of a Court of competent jurisdiction; 

29.5.2 it is necessary for the professional advisors auditors and bankers of the Receiving Party;

29.5.3 the Confidential Information has come into the public domain through no fault of the Receiving Party;

29.5.4 the Confidential Information was in the possession of the Receiving Party before such disclosure by the Disclosing Party;

29.5.5 the Confidential Information was obtained by the Receiving Party from a third party who was free to divulge it; 

29.5.6 it is required to enable that party enforce its rights or perform its obligations (including the publication obligations in clause 14) under the Grant Conditions;

29.5.7 it is disclosed to a bona fide current and/or potential purchaser, investor and/or lender of the Receiving Party and any legal and/or professional representative thereof provided that such potential purchaser, investor and/or lender shall be subject to a confidentiality agreement (on terms usual to such transactions) covering such Confidential Information; 

29.6 The parties acknowledge and agree that in the event of a default of the obligations set out in this clause, damages may not be a sufficient remedy for the Disclosing Party.  Accordingly, in addition to other remedies, such Disclosing Party will have the right to seek injunctive relief or specific performance of the other party’s obligations.  Any such remedy shall not be deemed to exclusive and shall be in addition to any and all other remedies which may be available to the other party at law or in equity. 

29.7 Upon termination or expiry of the Grant the Receiving Party shall at the option of the Disclosing Party either destroy or return to the Disclosing Party all records, documentation or other information and all copies thereof which are held by the Receiving Party.

29.8 The obligations of each of the parties as to disclosure and confidentiality shall continue in force notwithstanding the termination of this agreement or expiration of the Grant.