New Zealand Gazette – 2011 – No. 93

Page 2715

✨ Agreement Clauses

5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2715

12

CONFIDENTIALITY

13.1 Confidentiality: Subject to clause 13.2, each party shall keep confidential, and make no disclosure of, information obtained from the other party under this agreement or in the course of negotiations in respect of this agreement ("Information").

13.2 Permitted disclosure: Information may be disclosed by a party if:

(a) disclosure is required by law, or necessary to comply with the listing rules of any recognised stock exchange or with any requirement of the Ministers of the Crown who hold shares in a party; or

(b) disclosure is necessary to obtain the benefits of, and fulfil obligations under, this agreement; or

(c) that Information already is, or becomes, public knowledge other than as a result of a breach of clause 13.1 by that party; or

(d) disclosure is made to a bona fide financier or potential financier of that party, or to a bona fide purchaser or potential purchaser of all or part of the business of, or the shares in, that party, so long as:

    (i) that party has notified the other party of the proposed disclosure; and

    (ii)    the person to whom disclosure is to be made has entered into a confidentiality agreement in a form reasonably acceptable to the other party; or

(e) disclosure is made to a lawyer or accountant for that party.

13.3 Required disclosure: If either party is required by clause 13.2(a) to make a disclosure or announcement (other than to a Minister of the Crown), it shall, before doing so:

(a) give to the other party the maximum notice reasonably practicable in the circumstances, specifying the requirement under which it is required to disclose Information, and the precise Information which it is required to disclose;

(b) comply with all reasonable directions by the other party to contest or resist the requirement to disclose Information; and

(c) consult in good faith with the other party with a view to agreeing upon the form and timing of the disclosure or announcement.

13.4 Clarification: For clarity, this section 13 does not prevent a party from disclosing the existence of, or the contents of, this agreement.

LIMITS ON VARIATION OF AGREEMENT

14.1 Limitation: No extension, variation, novation, supplementation or further agreement or assurance under or in respect of this agreement ("Extension") may be made or acted upon to the extent that Extension or action will, or is likely to, materially extend the present or future benefit to a party of section 119(4) or section 130(1)(c) of the Electricity Industry Act 2010 compared to the benefit to that party of the relevant section in the absence of that Extension. Any such Extension is void to the extent it provides such benefit.

Next Page →