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| {{ietaprov|15}} Confidentiality<br>
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| {{ietaprov|15.1}} The Parties shall treat the terms of this {{ietaprov|Agreement}} and all information provided under or in connection with it, including the financial statements provided under Clause {{ietaprov|4.3}} (Provision of Annual Reports) (collectively, “'''{{ietaprov|Confidential Information}}'''”) as confidential and may not either disclose {{ietaprov|Confidential Information}} or use it other than for bona fide purposes connected with this {{ietaprov|Agreement}} without the prior written consent of the other Party, except that consent is not required for disclosure to:<br>
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| :{{ietaprov|15.1(a)}} directors, employees or {{ietaprov|Affiliate}}s of a Party, as long as they in turn are required by that Party to treat the {{ietaprov|Confidential Information}} as confidential in favour of the other Party on terms substantially the same as those set out in this Clause {{ietaprov|15}};<br>
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| :{{ietaprov|15.1(b)}} persons professionally engaged by a Party, as long as they in turn are required by that Party to treat the {{ietaprov|Confidential Information}} as confidential in favour of the other Party on terms substantially the same as those set out in this Clause {{ietaprov|15}};<br>
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| :{{ietaprov|15.1(c)}} the extent required by any government department or agency or regulatory authority having jurisdiction over that Party (including the {{ietaprov|Relevant Authority}});<br>
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| :{{ietaprov|15.1(d)}} any bank, other financial institution or rating agency to the extent required in relation to the financing of a Party’s business activities, as long as the bank or other financial institution or rating agency, as the case may be, is required by that Party to treat the {{ietaprov|Confidential Information}} as confidential in favour of the other Party on terms substantially the same as those set out in this Clause {{ietaprov|15}};<br>
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| :{{ietaprov|15.1(e)}} the extent required by any applicable laws, judicial process or the rules and regulations of any regulated market or recognised stock exchange;<br>
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| :{{ietaprov|15.1(f)}} any intending assignee of the rights and interests of a Party under this {{ietaprov|Agreement}} or under a {{ietaprov|Transaction}} or to a person intending to acquire an interest in a Party or that Party’s {{ietaprov|Affiliate}} holding company as long as the intending assignee or acquirer in turn is required by that Party to treat the {{ietaprov|Confidential Information}} as confidential in favour of the other Party on terms substantially the same as those set out in this Clause {{ietaprov|15}};<br>
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| :{{ietaprov|15.1(g)}} the extent that the {{ietaprov|Confidential Information}} is in or lawfully comes into the public domain other than by breach of this Clause {{ietaprov|15}}; or<br>
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| :{{ietaprov|15.1(h)}} price reporting agencies for the calculation of an index as long as the identity of the other Party is not revealed. It must also be a precondition of the disclosure agreement between a Party and the price reporting agency that only the price is released by the price reporting agency and not the identity of either Party.<br>
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| {{ietaprov|15.2}} This Clause {{ietaprov|15}} will continue to bind the Parties after the date of termination of this {{ietaprov|Agreement}} for a period of two (2) years. <br>
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| {{ietaprov|16}} Assignment<br> | | {{ietaprov|16}} Assignment<br> |
| {{ietaprov|16.1}} Prohibition of Assignment. Subject to Clause {{ietaprov|16.2}} (Assignment of {{ietaprov|Termination Payment}}s), neither Party may assign or transfer to any person any of its rights or obligations in respect of this {{ietaprov|Agreement}} without the written consent of the other Party (which consent shall not be unreasonably withheld or delayed). For these purposes, it shall be unreasonable to withhold consent to an assignment or transfer of all, but not part only, of a Party’s rights and obligations in the case of an assignee or transferee that (a) is demonstrably capable of fulfilling the obligations of the assignor or transferor under this {{ietaprov|Agreement}}; (b) has a financial standing no worse than that of the assignor or transferor at the date such person becomes a party to this {{ietaprov|Agreement}} and as of the date it entered into the relevant Transactions; (c) is demonstrably capable of continuing to provide security and/or performance assurance at least equal to that provided (or required to be provided) by the assignor or transferor; (d) has its registered office in the same jurisdiction as that of the assignor or transferor; and (e) only if reasonably requested by the other Party, cooperates with and provides the necessary documentation to fulfill any know your customer or anti-money laundering requirements of the other Party.<br> | | {{ietaprov|16.1}} Prohibition of Assignment. Subject to Clause {{ietaprov|16.2}} (Assignment of {{ietaprov|Termination Payment}}s), neither Party may assign or transfer to any person any of its rights or obligations in respect of this {{ietaprov|Agreement}} without the written consent of the other Party (which consent shall not be unreasonably withheld or delayed). For these purposes, it shall be unreasonable to withhold consent to an assignment or transfer of all, but not part only, of a Party’s rights and obligations in the case of an assignee or transferee that (a) is demonstrably capable of fulfilling the obligations of the assignor or transferor under this {{ietaprov|Agreement}}; (b) has a financial standing no worse than that of the assignor or transferor at the date such person becomes a party to this {{ietaprov|Agreement}} and as of the date it entered into the relevant Transactions; (c) is demonstrably capable of continuing to provide security and/or performance assurance at least equal to that provided (or required to be provided) by the assignor or transferor; (d) has its registered office in the same jurisdiction as that of the assignor or transferor; and (e) only if reasonably requested by the other Party, cooperates with and provides the necessary documentation to fulfill any know your customer or anti-money laundering requirements of the other Party.<br> |