1. For the purposes of this [paragraph 1. to 9. below], ‘confidential information’ means all material or information (whether in oral or written form or recorded in any other medium) which is designated in writing as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure and includes (but is not limited to) –
(a) in relation to the Council, Society or a person (to the extent applicable in each case), information relating to the Council, the Society or the person’s products, trade secrets, know-how, finances, business plans, employees, officers and suppliers, and similar information regarding its group companies (as defined below) or customers; and
(b) in relation to the Council or the Society, information relating to the exercising of any powers to advance, protect, manage or superintend the affairs of the Society, or to regulate or direct the business of insurance at Lloyd’s and information concerning the business, finances, dealings, transactions or affairs of members of the Lloyd’s community and anything ancillary thereto.
For the purposes of [this paragraph 1., and 2. and 4. below] ‘group companies’ shall have the meaning as set out in Section 474 of the Companies Act 2006.
Disclosure of confidential information to the Council
2. The Council shall keep confidential any confidential information disclosed to it by a person and shall not without the prior consent of the person directly or indirectly –
(a) disclose such confidential information to any person other than to the Society’s employees, workers, agents, contractors, sub-contractors, service providers, group companies of the Society, professional advisors, consultants, directors, officers, other personnel, or to secondees to the Society who need to know the confidential information in connection with the reason for its disclosure provided that such persons are under similar obligations of confidentiality as contained in this [this Confidentiality section (paragraphs 1. to 9.)]; or
(b) copy or modify or use (or permit others to do so) any part of that confidential information save as necessary in the exercise of any powers to advance, protect, manage or superintend the affairs of the Society or to regulate or direct the business of insurance at Lloyd’s and anything ancillary thereto and provided that any copies or modifications shall be held treated as confidential information.
3. Paragraph [2. above] shall not apply to –
(a) any confidential information which is in or enters the public domain other than by breach of [2.] above;
(b) any confidential information which was in the possession of the Society prior to the date of receipt of the confidential information and was not held under any obligation of confidence to the person;
(c) any confidential information which is received from any third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(d) the disclosure of confidential information to the extent properly required by any applicable law, regulation, criminal proceedings or enforcement proceedings or in accordance with the requirements of or proper request from any regulatory body, taxation authority, government body, stock exchange or court of competent judicial authority;
(e) the disclosure of any confidential information for the purpose of assisting the Financial Conduct Authority or Prudential Regulatory Authority or any body which performs any corresponding functions outside the United Kingdom;
(f) the disclosure of any confidential information for the purpose of advancing and protecting the interests of the Society provided such disclosure has been authorised by the Council; and
(g) the disclosure of any information which is independently developed by or on behalf of the Council without access to the confidential information.
Requirements to protect the confidentiality of information disclosed by the Council
4. A person shall keep confidential any confidential information disclosed to it by the Council or the Society and shall not without the prior consent of the Council directly or indirectly –
(a) disclose such confidential information to any other person other than to the person’s employees, workers, agents, contractors, sub-contractors, service providers, group companies of the person, professional advisors, consultants, directors, officers, other personnel or to secondees to the person who need to know the confidential information in connection with the reason for its disclosure provided that such persons are under similar obligations of confidentiality as contained in [this Confidentiality section (paragraphs 1. to 9.)];
(b) copy or modify or use (or permit others to do so) any part of that confidential information save as necessary for the performance of the person’s obligations in connection with the reason for its disclosure and provided that any copies or modifications shall be treated as confidential information.
5. A person receiving confidential information from the Council or the Society shall comply with any requirements of the Council that the Council may make in connection with the disclosure of confidential information to that person as may, in the view of the Council, be necessary to protect the confidentiality of that confidential information and shall establish and maintain adequate security measures to safeguard the confidential information of the Council or the Society in its possession from unauthorised access, disclosure, use, copying or modifying.
6. Paragraph [4. above] above shall not apply to –
(a) any confidential information which the person can show is in or enters the public domain other than by breach of paragraph [4.] above;
(b) any confidential information which the person can show was in its possession prior to the date of receipt of the confidential information and was not held under any obligation of confidence to the Society;
(c) any confidential information which is received from any third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(d) the disclosure of confidential information to the extent properly required by any applicable law, regulation, criminal proceedings or enforcement proceedings, or in accordance with the requirements of or proper request from any regulatory body, taxation authority, government body, stock exchange or court of competent judicial authority; or
(e) the disclosure of any information which the person can show it independently developed without access to the confidential information,
provided that except where prohibited by any applicable law or regulation, where a person is required to disclose confidential information pursuant to [(d) above], the person shall provide the Council with prompt written notice of such request or requirement with a view to providing the Council with the opportunity to take such steps as the Council considers appropriate or otherwise to agree the timing and content of such disclosure.
7. If the person is unable to inform the Council before confidential information is disclosed pursuant to [6.(d) above] it shall, to the extent permitted by law, inform the Council of the full circumstances of the disclosure and the confidential information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
8. In the event that such disclosure is required under [6.(d) above] the person may disclose only that portion of the confidential information which the person is legally required to disclose.
Power to make requirements and enter into agreements
9. Notwithstanding any other provision of [this Confidentiality section (paragraphs 1. to 9.)], the Council shall have the power to:
(a) give directions, impose conditions or make requirements; or
(b) enter into contractual terms with a person on behalf of the Society,
in relation to any confidential information, the terms of which shall, in the event of conflict, take precedence over the requirements set out in [this Confidentiality section (paragraphs 1. to 9.)].