11.1 Without limiting any other confidentiality obligation imposed on them, the Invited Respondent, its Members and Participants will at all times protect the confidentiality of Confidential Information and will not disclose or permit the disclosure to any Person, in any manner whatsoever, of any Confidential Information, in whole or in part, except only to :
11.1.1 their Collaborators or members in the same group as a Collaborator who are directly concerned with the A-30 PPP Completion or who need such information in order to prepare the Invited Respondent’s Proposal and, where the Partnership Agreement is awarded to the Invited Respondent, in connection with the performance of its obligations under the Partnership Agreement;
11.1.2 any other Person, solely with the Minister’s prior written consent;
11.1.3 any other Person as may be expressly permitted by this Agreement;
provided however that, in each case : (i) such Person has been advised of the confidential nature of the Confidential Information by the Invited Respondent,
Member or Participant, as the case may be, that disclosed the information, and that such Person has agreed to act in accordance with the terms and conditions of this Article 11, and (ii) the Invited Respondent, Member or Participant that disclosed the Confidential Information to such Person ensures that the latter complies with the terms and conditions of this Article 11, as if that Person was party to this Agreement, and the Invited Respondent, Member or Participant shall be liable to the Minister for any breach of the terms and conditions of this Article 11 committed by it and by each such Person to whom it has disclosed the Confidential Information.
11.2 The Minister is the owner of all rights, title and interest in the Confidential Information and, subject to any disclosure requirement under all applicable laws and except as permitted by this Agreement, the Recipients will protect the strictly confidential nature of all Confidential Information that any or all of them receive, have access to or otherwise obtain, for a period of three (3) years after the date of execution of this Agreement. In addition, without having first obtained the express written consent of an authorized representative of the Minister, which consent may be arbitrarily withheld, the Recipients may not use, disclose, give or disseminate any Confidential Information, in whole or in part, and they will not permit or tolerate, for any reason whatsoever, that any part of the Confidential Information be disclosed, given or disseminated to another Person, or that the such Person use any such Confidential Information.
11.3 On written request, each Recipient will destroy or will promptly deliver to the Minister all documents and copies thereof in its possession or under its control that constitute, or are based on, Confidential Information, and the Invited Respondent, its Collaborators and the other Recipients will confirm in writing to the Minister such delivery or destruction, all in accordance with the Minister’s instructions.
However, the Invited Respondent, its Collaborators or the other Recipients may retain a copy of any Confidential Information that they may be required to retain or submit to a court, regulatory authority or stock exchange pursuant to applicable law.
11.4 Each Recipient shall indemnify and hold harmless the Releasees from and against all losses or damages, including actual legal costs, arising directly or indirectly from a breach of this Agreement by the Recipients or any of them, including the unauthorized disclosure or use of Confidential Information by any Recipient.
11.5 Each Recipient acknowledges and agrees that the Confidential Information is proprietary and confidential and that the Minister would suffer irreparable harm if the Recipients failed to comply with all the provisions of this Agreement in accordance with its terms and conditions and that such harm would not be reasonably or adequately compensated by damages. Each Recipient further acknowledges and agrees that the Minister will be entitled to injunctive or other equitable relief to prevent or restrain breaches of any provision of this Agreement by any Recipient, or to enforce the terms and conditions hereof, by taking legal
action before a court of competent jurisdiction. Such recourses are in addition to any other legal recourse that the Minister may have.
11.6 For the purposes of this Article 11, the term "Confidential Information" excludes the information which :
11.6.1 is or that subsequently becomes public knowledge, other than through a breach of this Agreement by any Recipient or through a breach of a confidentiality agreement which another Person has entered into concerning the Confidential Information;
11.6.2 is subsequently disclosed to the Invited Respondent, Members, Participants or other Recipients by an independent third party, other than a third party introduced to the Invited Respondent, Members, Participants other Recipients by the Releasees or connected with the subject matter of the A-30 PPP Completion, without breach of this Agreement and which information the third party did not receive, directly or indirectly, under obligations of confidentiality;
11.6.3 the Recipients were legally in possession of or of which they had knowledge before the date of this Agreement without such information originating, directly or indirectly from the Releasees.
11.7 The Invited Respondent and every Member and Participant acknowledges and agrees that should the Minister terminate the Consultation and Selection Process, the Minister reserves the right to proceed with all or a part of the A-30 PPP Completion, using several or all of the Invited Respondent’s ideas and concepts and proceeding in accordance with the approach it regards as the most appropriate and that would not exclude the participation of one or more of the Collaborators.
ARTICLE 12 ASSIGNMENT
12.1 Neither the Invited Respondent nor any Member or Participant will assign the whole or any part of its interest in this Agreement without having obtained the prior written consent of the Minister.
ARTICLE 13 ENUREMENT
13.1 This Agreement will enure to the benefit of and be binding upon the contracting parties and their respective successors and permitted assigns.
ARTICLE 14