1. General Provisions
In providing you with the Confidential Information you agree to:
a. treat as secret and confidential all Confidential Information;
b. only use the Confidential Information for the purposes of joining the relevant Contract and purchasing under the Contract;
c. not use the Confidential Information for the purpose of ‘bench marking’, or for any other form of price comparison or analysis, unless that use is directly related to the process of joining the Contract;
d. subject to clause 4.3, not allow any other person access to the Confidential Information without the written permission of the Lead Department and provided always that such internal disclosures and discussions be on an equivalent basis of confidentiality as set out in these Terms and Conditions (Terms);
e. not copy or reproduce the Confidential Information (in whole or in part) without the written approval of the Lead Department;
f. take all necessary precautions to prevent unauthorised access to or copying of usernames and passwords or the Confidential Information in your control;
g. fully comply with the VPSC Code of Conduct;
h. fully comply with the Information Privacy Principles and any applicable Code of Practice pursuant to the Privacy and Data Protection Act 2014 (Vic) (including but not limited to the Victorian Protective Data Security Standards), with respect to any personal information (as defined in that Act) contained in the Confidential Information; and
i. immediately notify the Lead Department if you become aware that the Confidential Information is being used in breach of any of the above conditions.
2. Acceptance
These Terms are intended to make you aware of your obligations and responsibilities with respect to your access to and use of the Confidential Information. These Terms are effective for all existing and future Users.
To access the Confidential Information, you must first agree to the Terms. You can accept the Terms by:
a. clicking to accept or agree to the Terms, where it is made available to you by the Confidential Information System in the user interface; or
b. accessing or using the Confidential Information. In this case, you understand and agree that your access or use of the Confidential Information constitutes acceptance of the Terms from that point onwards.
3. Definitions
Authorised Officer means the CPO or CPO equivalent as nominated in writing by the relevant organisation.
Confidential Information means information, documents or data that is by its nature confidential, is designated as confidential or you know or ought to know is confidential and includes, without limitation, information relating to the terms of the Contract and the pricing information (including reviews, rebates or discounts (if any), and any technical, scientific, commercial, financial or other information of, about or in any way related to the Parties, but does not include information which is:
- publicly known or becomes publicly known, other than by breach of any of the above conditions or any other obligation of confidentiality;
- disclosed to you or your organisation without restriction by a third party and without any breach of confidentiality by the third party; or
- developed independently by you or your organisation without reliance on any Confidential Information.
Contract means the agreement containing the relevant Confidential Information.
Information Privacy Principles means the information privacy principles set out in the Privacy and Data Protection Act 2014 (Vic).
Lead Department means the State Department responsible for the management of the relevant Contract.
Parties means the State, the other entity that has executed the relevant Contract and any other entities named in the Contract.
Purpose means to facilitate the exchange of information in relation to the Contracts.
State means the State Government of Victoria.
User means any individual granted access to the Confidential Information System.
4. Limitations on use and disclosure of Confidential Information
4.1 You undertake to:
a. take all reasonable steps to ensure that the Confidential Information is kept confidential in accordance with these Terms;
b. not to disclose, and to take all reasonable steps to prevent any disclosure of, Confidential Information to any third party; and
c. not copy or use the Confidential Information otherwise than for the Purpose;
without the prior written authorisation of the Lead Department.
4.2 If the Lead Department provides authorisation, it may impose conditions on that authorisation. In particular, the Lead Department may require that you obtain the execution of a deed in accordance with the same obligations and representations as these Terms by the person to whom you propose to disclose the Confidential Information.
4.3 Notwithstanding the above, you may make a disclosure of Confidential Information:
a. to any other employees, representatives or agents who have a “need to know” and who are necessarily involved in the receipt or evaluation of the Confidential Information for the Purpose, on the condition that you warrant that any such other employee, representative or agent that is provided access to Confidential Information is aware of and will comply with the obligations under these Terms.
b. where required under these Terms, including to your legal and financial advisers on a confidential basis; or
c. where the disclosure is required by law, including but not limited to the Freedom of Information Act 1982 (Vic).
5. Authorised Officer
The Lead Department will only provide access to Confidential Information to any employee, representative or agent of an organisation upon written confirmation from the Authorised Officer that such employee, representative or agent is permitted to receive the Confidential Information.
6. Ownership of Confidential Information
6.1 All Confidential Information provided under these Terms remains the property of the Parties.
6.2 No right or licence of any description is granted to you in relation to any Confidential Information of the Parties other than as expressly set out in these Terms.
7. Production or destruction of Documents
7.1 Immediately upon request by the Lead Department you must:
a. deliver to the Lead Department all documents in your possession or control containing Confidential Information; or
b. destroy all Confidential Information and any notes or other written or recorded reports or documents made by you to the extent that they contain any part of or reference to the Confidential Information in whole or in part.
7.2 If at the time of such a request you are aware that documents containing Confidential Information are beyond your possession or control, then you must provide full details of where the documents containing the Confidential Information are, and the identity of the person who has control of them.
7.3 Notwithstanding the above, you may retain one archival copy of the Confidential Information, provided that the Confidential Information is not retrieved or used for any purpose other than as agreed to by the Lead Department in writing or required by law.
8. Other provisions
8.1 These Terms will survive the termination or expiry of any of the Contracts.
8.2 These Terms shall be governed in accordance with the law of Victoria.
8.3 The Lead Department makes no representation or warranty as to the adequacy, completeness, accuracy, patentability, copyright, fitness for a particular purpose, sufficiency, or freedom from defects of any kind, of any Confidential Information.
8.4 These Terms do not create any joint venture, partnership, agency, or further relationship. Nothing in these Terms shall grant you, expressly or impliedly, any ownership, right, or any licence to use (other than for the Purpose) the Confidential Information or make commitments of any kind for or on behalf of the Lead Department.
