Thurrock Council - Invitation to Tender: Integration Substance Misuse Adults' Treatment Service
Your Organisation Name and address
Dear Procurement Re: PS/2016/285 , INTEGRATED SUBSTANCE MISUSE
ADULTS’ TREATMENT SERVICE
CONFIDENTIALITY UNDERTAKING
This letter relates to your involvement and engagement as a ENTER ORGANISATION (the Council) in connection with the following commencing ENTER DATE (the ‘Services’):
To provide an Integrated service for adults with substance misuse problems, from diagnosis, through treatment and rehabilitation. The service includes the management of residential and community detoxification placements, needle exchange scheme, supervised consumption and criminal justice
In consideration of the payment of one pound (£1.00) by the Council (acknowledged as received), and by way of the Council or any of our officers, professional advisers, servants, agents or employees, disclose to you, your employees, officers or (if any) your holding, associated or subsidiary companies in relation to the duties undertaken as part of or related to this letter or Agreement /contract for consultancy services ( if any) commencing on the ENTER DATE certain information including, without limitation, ideas, data, documentation, presentations, methodologies, business models or methods, business plans, charts, organisational structures, processes, descriptive material, specifications, technical data, software (source code or object code), ICT information, product information, product plans, applications, developments, inventions, designs, drawings, algorithms, formulas, know-how, processes, service data, service user information, customer information, supplier information, payment, delivery and inspection procedures, personnel information, secrets, trade secrets, contracts, market information, financial information, competitive analysis, pricing information, price sensitive information, commercially sensitive information, rules and procedures, information which we are or could be exempt from disclosing under the Freedom of Information Act 2000, or any internal Council policies or practices, (Confidential Information), you undertake as follows:
1.Confidentiality undertaking
Subject to paragraph 2, you will:
(a)treat all Confidential Information as secret and confidential;
(b)not disclose the Confidential Information to anyone without our prior written consent (which may be given on such terms as we consider appropriate); and
(c)not use the Confidential Information for any purpose (including, but not limited to, any competitive or commercial purpose) other than in relation to the Services.
You will promptly notify us if you become aware of any breach of confidence by any person or incorporated or unincorporated body to whom you have divulged all or any part of the Confidential Information or who becomes aware of it in an unauthorized way, and will give us all reasonable assistance in connection with any proceedings which we may institute against such person or incorporated or unincorporated body for breach of confidence or otherwise.
2.Exceptions
You will be under no obligation to keep confidential any Confidential Information that you demonstrate:
(a) was known to you at the time of its disclosure to you by us and was not acquired in any way directly or indirectly from us or any of our or their customers, professional advisers, directors, officers, servants or employees and provided that such information is not known to be subject to any other duty of confidentiality owed to us or any other person; or
(b)is in, or has, after disclosure to or acquisition by you, entered the public domain other than by reason of a breach of the undertakings given pursuant to this Letter or any breach by any other person of any obligation of confidentiality owed by that person.
You will be entitled to disclose any Confidential Information if and to the extent that you are required to do so by any law or by any court or regulatory agency or authority, provided that, except to the extent prohibited by law or regulation from so doing, you notify us as soon as possible upon becoming aware of any such requirement and give us reasonable assistance in connection with any legally available steps which we may take to resist or narrow such requirements.
3.Returning Confidential Information
Following termination of any engagement relating to the Services or our involvement with it or upon receipt of a written request from us, you will:
(a)return to us or destroy all documents and all other materials containing or reflecting any Confidential Information, together with any copies, which are in your possession or control or in the possession or control of any of your directors, officers, servants, employees or professional advisers and which are in a form capable of delivery or destruction; and
(b)expunge all Confidential Information from any computer, word processor or similar device into which it was programmed by you or on your behalf or by your professional advisers or on their behalf.
You acknowledge that neither the return of any Confidential Information nor the expunging of any of the same from your records will release you from your obligations under this Letter.
4.Representations
You acknowledge that neither we nor our professional advisers, officers, servants, employees, or agents or in connection with the Services (us, and each such other person being referred to herein as “Relevant Persons” and each a “Relevant Person”) make any representation, warranty or undertaking, express or implied, as to the accuracy, reliability, completeness of the Confidential Information. Accordingly, the Relevant Persons will not be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in or omitted from the Confidential Information.
5.Duration
The obligations undertaken by you under this Letter will be continuing and, in particular, they will survive the end of your engagement or termination of the Services.
6. Relief
You acknowledge that remedies at law may be inadequate to protect the Relevant Persons against any breach of this Letter by you without prejudice to any other rights and remedies otherwise available to such Relevant Persons, you agree that each Relevant Person may be granted injunctive relief without proof of actual damages.
7.Waiver
No failure or delay in exercising any right, power or privilege under this Letter will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise.
8.Severable
The provisions of this Letter shall be severable in the event that any of the provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
9.Governing Law
This Letter will be governed by and construed in accordance with the laws of England and you irrevocably submit to the exclusive jurisdiction of the English courts in connection with this Letter.
10.Obligations
The obligations given by you under this Letter are given to us and (without implying any fiduciary duties on our part) are also given for the benefit of each other Relevant Person. This Letter is intended to be enforceable by each Relevant Person by virtue of the Contracts (Rights of Third Parties) Act 1999 provided that such Relevant Person obtains our prior written consent in order to do so. Subject to the foregoing, the parties to this Letter do not intend that any term of this Letter should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Letter. Notwithstanding the foregoing, this Letter may be rescinded or varied in any way and at any time by the parties to this Letter without the consent of the Relevant Persons.
11.Acceptance
Please confirm your acceptance of the terms of this Letter by signing the acknowledgement on the attached copy of this Letter and returning it to Thurrock Borough Council.
Yours faithfully,
CLEINT SIGN OFF
Agreed and accepted.
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ORGANISATION
Date ______
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Name:
For:
Date: ______