Confidentiality

1. The Receiving Party undertakes to keep the Disclosing Party's Confidential Information confidential and not to disclose it to any third party except as expressly permitted by these Terms and Conditions.
2. Each party undertakes that it will not, without the prior written consent of the other, disclose to any third party the existence or terms of the Agreement.
3. The restrictions and obligations set out in this Clause [1] do not apply to information which the Receiving Party is clearly able to demonstrate by documentary or other evidence:
   1. is or becomes publicly available other than as a result of breach of the Agreement by the Receiving Party;
   2. was received by the Receiving Party from a third party unless the Receiving Party knew that the third party was under an obligation of confidentiality to the Disclosing Party in relation to the information;
   3. was rightfully in its possession prior to disclosure to it by the Disclosing Party;
   4. was developed independently without access to, or use or knowledge of, the Confidential Information; or
   5. was disclosed with the prior written consent of the Disclosing Party.
4. This Clause [1] does not prohibit disclosure of Confidential Information to:
   1. the Receiving Party's directors, employees, contractors and/or members of its Group who need to know it in relation to the provision of the Services;
   2. the Receiving Party's auditors/accountants and professional advisers who need to know it; or
   3. any organisation having a statutory or regulatory right to request and receive that Confidential Information provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party such prior notice of such disclosure as is reasonable in the circumstances.
5. Each party will ensure that any person mentioned in Clause [1.4] to whom it has voluntarily disclosed Confidential Information of the other party is made aware, prior to the disclosure of that Confidential Information, that it is confidential and that such person and the Receiving Party owe a duty to the Disclosing Party to keep it confidential. The Receiving Party shall be responsible for procuring that such person complies with the duty of confidentiality and use imposed by these Terms and Conditions as if he were a party to the Agreement and will be responsible for any unauthorised disclosure or use by such person of the Confidential Information pursuant to these Terms and Conditions.