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30.1 This Contract a Public Document

(a) This Agreement and the Documents required to be submitted under Section 2.4, by any past and present Parties is a public document, and shall be open to free inspection by members of the public at the appropriate State office and at the files designated in the following subsection (e), and at the Company’s office in the State during normal office hours.
(b) There shall be a presumption that any information regarding this Agreement, or the activities taken under this Agreement is public, other than Confidential Information.
(c) All reports and submissions by the Company to the State, and all responses by the State, are freely available on request to the State or the Company, provided that Confidential Information may be redacted prior to disclosure.
(d) The Company shall maintain document files to facilitate public access to this Agreement and the Documents, and informed participation in all Consultation required by this Agreement. These files shall contain this Agreement, the Documents, all adopted updates and amendments thereto, and information on payments and reporting under Section 30.0 of this Agreement. These files shall be maintained at the following locations and shall be open to all members of the public during normal business hours:
_____________
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(e) On payment of a reasonable fee prescribed by the State, any member of the Public shall be entitled to obtain a copy of this Agreement from the appropriate State office or at the Company’s offices listed above.
30.2 Certain Information Confidential

(a) Confidential Information shall be retained by the State and the Company in strictest confidence and shall not be disclosed to any third party without the express prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided that the Company’s consent shall be deemed given if not withheld in writing within 24 hours after the State notifies the Company in writing of an emergency situation where disclosure is required to protect the health, safety, and security of the citizens
(b) “Confidential Information” shall mean:

(a) Information that is by law confidential under Applicable Law;
(b) Personnel matters, health records of individual employees, or other documents in which employees or others have a reasonable expectation of privacy and other matters that involve the privacy of individuals;
(c) Confidential technical or proprietary information regarding equipment, process innovations, or business secrets;
(d) Confidential legal matters, including advice from attorneys;
(e) The Company’s intellectual property related to the Project, including geological information and mineral reserves;
(f) Information (other than Confidential Information) obtained in the course of an audit as set forth in Section 11.0 above;
(g) Information disclosed to the other Party to this Agreement designated as “Confidential” by Notice to the other Party at the time of its initial disclosure to such Party, provided that such designation shall be deemed to be a representation that the disclosing Party has reasonably determined after review of such information that maintaining the confidentiality of such information is necessary to protect business secrets or proprietary information .

(c) The term “Confidential Information” does not mean or include information that:

(a) becomes publicly available without wrongful disclosure;
(b) was obtained by a Party from a Third Party who is not known by the obtaining Party to be under any obligation of confidentiality with respect to such information;
(c) is required to be disclosed by Applicable Law, by any law to which the Company or its Affiliates is subject, by any court proceeding or arbitral award, or by any applicable rule of a stock exchange;
(d) is disclosed to Affiliates, professional advisers, potential providers of finance, bona fide potential purchasers; or
(e) Confidential Information specifically related to any part of the Mining Area that is relinquished from the provisions of this Agreement.

(d) The Company and the State shall implement the Extractive Industries Transparency Initiative (EITI) and, where appropriate, the Company shall contribute to the State’s implementation of the EITI by becoming an EITI supporting company.

(a) The Company and the State shall each comply with requirements of the Extractive Industries Transparency Initiative with respect to all payments and reporting to be made by either of them pursuant to this Agreement. Breach by one Party of these provisions shall not excuse compliance by the other Party.

*See related provisions at 9.0 Financial Records and Statements, Accounting Standards and Currencies.

Example 1
17.10 Confidentiality.

(a) Except as required by Law, THE STATE and COMPANY shall retain in strictest confidence all Confidential Information and shall not disclose the Confidential Information to any Third Party without the express prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) If THE STATE is required by Law to disclose Confidential Information, THE STATE shall use its reasonable efforts to provide a Notice to COMPANY in advance of such disclosure describing the circumstances giving rise to the required disclosure and the Confidential Information that it proposes to disclose and afford COMPANY an opportunity to oppose or to seek a limitation on such disclosure from an appropriate court or other governmental agency.

(c) Nothing in this Section 17.10 shall, however, in any way limit or impair the right of COMPANY to use Confidential Information to carry out Operations or otherwise to secure the benefits of, or exercise its rights under, this Agreement.

“Confidential Information” shall mean (i) the COMPANY’s Intellectual Property and (ii) information about the Project which is obtained by a Party to this Agreement in the course of conducting activities or duties or exercising its rights under this Agreement or in connection with this Agreement and which is designated as “Confidential” by Notice to the other Parties at the time of its initial disclosure to such Parties, including the Feasibility Study. The term “Confidential Information” shall not include information which:

(i) becomes available to the public; (ii) was obtained by a Party from a Third Party who is not known by the obtaining Party to be under any obligation of confidentiality with respect to such information; or (iii) is required by Law or any applicable rule of a stock exchange to be disclosed.

Example 2
Article 17 CONFIDENTIALITY

17.1 Ownership of Information and Obligation of Confidentiality
Subject to Article [x] of the Mining Proclamation, all factual reports, geological and geophysical data, maps, and other work product (“work product”) furnished by Licensee to the Licensing Authority or other Government agencies or obtained or developed by or for Licensee in the performance of activities under this Agreement shall be and remain the property of Licensee during the term of this Agreement. All such work product shall be kept confidential by the Licensing Authority, Government and all its agencies, which shall not disclose the same to any third person directly or indirectly except upon the prior written consent of Licensee.
17.2 Expiration of Confidentiality Obligation
The confidentiality obligation in Section 17.1 shall end upon the termination of this Agreement.

Example 3
Confidential Information.

a. Subject to the limitations below and subject to applicable Law, for a period of three years from disclosure, each party agrees not to divulge information designated in writing at the time of delivery as confidential information (“Confidential Information”) by the other party to any other Person without the prior written consent of the designating party. By designation of information as Confidential Information a party will be deemed to have represented that after review of such information it has reasonably determined that the release of such information to third parties would materially adversely affect the party or its economic well-being. In any event Confidential Information does not include information that (a) was publicly available or otherwise known to a party prior to the time of disclosure to it and not subject to a confidentiality obligation, (b) subsequently becomes publicly known through no act or omission by a party, (c) otherwise becomes known to a party other than through disclosure to such party by the other party, (d) constitutes financial statements delivered to the Government under Section 17.6 that are otherwise publicly available, (e) is mainly of scientific rather than commercial value, such as geological and geophysical data relating to areas in which the Concessionaire no longer holds a valid exploration license and has not designated as a Proposed Production Area, or (f) has been disclosed pursuant to generally applicable Law or a final order of any court having jurisdiction that is not subject to appeal.
b. Each party will maintain the confidentiality of Confidential Information disclosed to it in a manner consistent with procedures adopted by such party to protect its own confidential information, provided that such party may deliver or disclose Confidential Information to
(i) its financial, legal and other professional advisors (to the extent such disclosure reasonably relates to the administration of this Agreement), or
(ii) any other Person to which such delivery or disclosure may be necessary or appropriate (1) to effect compliance with any law, rule, regulation or order applicable to such party, (2) in response to any subpoena or other legal process, (3) in connection with any litigation to which such party is a party if reasonably delivered necessary to protect such party’s position in such litigation or (4) if an Event of Default has occurred and is continuing but only to the extent such party reasonably determines such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under this Agreement.
c. This Agreement and any amendments thereto are not confidential. The Concessionaire is not entitled to confidential treatment of information relating to the timing and amount of royalties and other payments specifically due under the terms of this Agreement or of Taxes and Duties payable by the Concessionaire or the rates at which such royalties, other payments or Taxes and Duties become due or are assessed, or information that is necessary to compute the amount of such royalties or other payments becoming due.

Example 4
CONFIDENTIALITY

15.1 Confidential Information

(a) All of (Parent Company), (Mining Company), the (Government), the (Provincial Government), all their Ministers and the (Bank) must treat this agreement and all commercial, technical, financial and personal information concerning activities conducted pursuant to this agreement (Confidential Information) as confidential, except for reports and studies the parties jointly agree to publish concerning the environment or other matters.
(b) Subject to clause 15.2, a party may not reveal that information to any third parties except to its officers, employees, agents, professional advisers and contractors.

15.2 Permitted Disclosure

(a) Either (Parent Company) or (Mining Company) may disclose Confidential Information:

(i) to an Affiliated Company, as long as the information is treated as confidential by the Affiliated Company;
(ii) to a prospective purchaser, and its advisers, of an interest in the (Project) concerning a bona fide proposed assignment provided the prospective purchaser has first executed a confidentiality agreement in respect of the information to be provided;
(iii) to the extent the information enters the public domain independently of any breach by either of them or is revealed by a third party not under an obligation of confidentiality;
(iv) as required by the rules of any stock exchange on which (Parent Company), (Mining Company) or an Affiliated Company’s shares are traded;
(v) where reasonably necessary for the purposes of any arbitration or legal proceedings involving only the parties; or
(vi) as may otherwise be required by this agreement, Applicable Law or the applicable law and regulations of any country having jurisdiction over the party.

(b) The (Government), the (Provincial Government), all their Ministers and the (Bank) must not reveal any Confidential Information or proprietary information owned by (Parent Company) or (Mining Company) except to the extent the information enters the public domain independently of any breach by any of them or is revealed by a third party not under an obligation of confidentiality; or as provided by the Applicable Law.
(c) A party may disclose technical information with the consent of the other parties (and this consent must not be unreasonably withheld) [5 years] after that technical information was created or communicated to another party, whichever is the later. However, technical information concerning the Prospecting Area may only be revealed [3 months] after the expiration of the Mining Lease.
(d) If an application is made by a third party to the (Government) for information subject to this clause 15, the information may only be revealed [18 months] after the date of the application. But the (Government) may use any information in general and statistical reports on minerals and mining in (Country).
(e) Any person making a permitted disclosure under this clause must take all reasonable steps to ensure that the person to whom disclosure is made keeps confidential all Confidential Information disclosed.

15.3 Press Releases
Subject to clause 15.2, (Mining Company) and the (Government) must not quote the other parties views in any press release. A party may only give a press release with the prior consent of the other parties, which consent must not be unreasonably withheld
15.4 Obligations exist beyond termination
The obligations in relation to Confidential Information imposed by this agreement continue until that Confidential Information ceases to be confidential despite the termination of this agreement for any reason.

Example 5
33.9 Publication. The Government shall make public this Agreement and any amendments thereof.

Example 6
15.21. This Agreement shall be made public.

Example 7
This Agreement will be published in [government gazette/federal register] or publicly available at [ministry website/ ministry library/ parliamentary records]. Information in relation to activities under these agreements shall be kept confidential if requested by a Party, to the extent that such Party establishes that confidentiality is necessary to protect business secrets or proprietary information. Such confidentiality is subject to [relevant disclosure laws], as well as to applicable laws and regulations, including stock exchange and securities rules, and requirements for the implementation of the Extractive Industries Transparency Initiative.

Example 8
a) Subject to the limitations below and subject to applicable Law, for a period of [three] years from disclosure, each party agrees not to divulge information designated in writing at the time of delivery as confidential information (“Confidential Information”) by the other party to any other Person without the prior written consent of the designating party. By designation of information as Confidential Information a party will be deemed to have represented that after review of such information it has reasonably determined that the release of such information to third parties would materially adversely affect the party or its economic well-being. In any event Confidential Information does not include information that was publicly available or otherwise known to a party prior to the time of disclosure to it and not subject to a confidentiality obligation, subsequently becomes publicly known through no act or omission by a party, otherwise becomes known to a party other than through disclosure to such party by the other party, constitutes financial statements delivered to the Government that are otherwise publicly available, is mainly of scientific rather than commercial value such as geological or geophysical data relating to areas in which the Company no longer holds a valid exploration license and has not designated as a Proposed Production Area, or has been disclosed pursuant to generally applicable Law or a final order or any court having jurisdiction that is not subject to appeal.
b) Each party will maintain the confidentiality of Confidential Information disclosed to it in a manner consistent with procedures adopted by such party to protect its own confidential information, provided that such party may deliver or disclose Confidential Information to its financial, legal and other professional advisors (to the extent such disclosure reasonably relates to the administration of this Agreement) or any other Person to which such delivery or disclosure may be necessary or appropriate to effect compliance with any law, rule, regulation or order applicable to such party, in response to any subpoena or other legal process, in connection with any litigation to which such party is a party if reasonably delivered necessary to protect such party’s position in such litigation or if an Event of Default has occurred and is continuing but only to the extent such party reasonably determines such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under this Agreement.
c) This Agreement and any annexes or amendments are not confidential, and the Company is not entitled to confidential treatment of information relating to the timing and amount of royalties and other payments specifically due under the terms of this Agreement or of Taxes and Duties payable by the Company or the rates at which such royalties, other payments or Taxes and Duties become due or are assessed, or information that is necessary to compute the amount of such royalties or other payments becoming due.

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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