Q & A for OBR4

Published on 29/01/2023

No.Document (CFB/Schedule)Item No.QueryAnswer/Clarification
1Schedule 1.5 – Confidentiality UndertakingParagraph 2.2Could the Ministry please confirm that "personnel" in paragraph 2.2 of the Confidentiality Undertaking is understood to include the receiving Party's affiliated companies and their employees, on a need-to-know basis in relation to the Permitted Purpose.

The Ministry confirms that "personnel" in paragraph 2.2 of the Confidentiality Undertaking is understood to include employees of the Receiving Party, and also those of affiliated companies who have a need to review the Confidential Information for the Permitted Purpose. It being made clear that every person or entity that will receive the information is bound by the provisions of this Confidentiality Undertaking.

"Affiliated company" means any company or legal entity that:

(a)          controls either directly or indirectly the Receiving Party; or

(b)          which is controlled directly or indirectly by the Receiving Party; or

and, for these purposes, "control" means the right to exercise fifty percent (50%) or more of the voting rights of such company or entity.

 

2Schedule 1.5 – Confidentiality UndertakingGeneralCould the Ministry please confirm that the Receiving Party shall be entitled (upon prior notice to the Ministry insofar legally possible) to disclose Confidential Information to the extent necessary under applicable law or regulation, the order of a court of competent jurisdiction or of a competent government body, or stock exchange regulations applicable to the Receiving Party or any of its affiliated companies.The Ministry confirms that the Receiving Party shall be entitled (upon prior notice to the Ministry insofar as legally possible) to disclose Confidential Information to the extent necessary under applicable law or regulation, the order of a court of competent jurisdiction or of a competent government body, or stock exchange regulations applicable to the Receiving Party or any of its affiliated companies.
3Schedule 1.5 – Confidentiality UndertakingParagraph 1Could the Ministry confirm that Confidential Information defined in Paragraph 1 does not include information which is already or becomes known to Receiving Party or its affiliated companies independently of the data package.The Ministry confirms that Confidential Information defined in Paragraph 1 does not include information which is already known or becomes known to the Receiving Party or its affiliated companies independently of the Data Package, provided that the Receiving Party can reasonably demonstrate that the information indeed came from a different source.
4Schedule 1.5 – Confidentiality UndertakingGeneral Could the Ministry please confirm that it has the right and authority to disclose the Confidential Information to Receiving Party.In disclosing the Confidential Information, the Ministry confirms that it is complying with all relevant law.
5Schedule 1.5 – Confidentiality UndertakingGeneralCould the Ministry please confirm that the liability of the parties to each other for breach of the Confidentiality Undertaking shall be limited to direct actual damages only.The Ministry confirms that the liability of the Receiving Party for breach of Schedule 1.5 - Confidentiality Undertaking shall be limited to direct actual damages only, provided that the Receiving Party has managed the Confidential Information in a reasonable and common manner, and in accordance with industry best practices.
6Schedule 1.5 – Confidentiality Undertaking2.7Could the Ministry please confirm that the Confidentiality Undertaking shall terminate three years after the date the Receiving Party notifies in writing the Ministry of the destruction of all Confidential Information (except automatic IT back-ups, decision-making documents, and information that must be retained by law or stock exchange regulations).The Confidentiality Undertaking is not restricted in time, as specified in Paragraph 2.7.