Fund Confidential Information. 9.1 All information provided under this Agreement by or on behalf of a party or its agents or service providers (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential (“Confidential Information”). Confidential Information shall include, without limitation, “Customer Information” as defined in Section 9.2 below. All Confidential Information provided under this Agreement by the Disclosing Party shall be used, including, without limitation, disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including, without limitation, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation; or (e) where the party seeking to disclose has received the prior written consent of the Disclosing Party providing the information. A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as the Receiving Party protects its own
Fund Confidential Information. 10.1 All Fund Confidential Information (defined below) shall be deemed to be proprietary and the Transfer Agent shall hold all such information confidential and in strict confidence and shall not disclose it to any third party, except to the extent necessary to perform the Services hereunder and then only pursuant to an independent obligation of such third party to maintain the confidentiality of such information on substantially the same terms as set forth herein, unless Proper Instructions to make such disclosure have been given by the Fund. “
Fund Confidential Information. Outside the United States Storage, access, transmission or use of Fund Confidential Information from a location outside the U.S. must be conducted from a secure workspace (“Secure Workspace”) as provided below. The Secure Workspace shall include the requirements set forth in the “Secure Workspace Requirements” Section of this Schedule 10.5 set forth below.
Fund Confidential Information. All Fund documents, materials, data and other information, whether oral, written, electronic or in another form, and whether stored in hard copy, on computer disc, electronically or in another media, to which the Bank is given access, which is provided to or made available to the Bank, or which the Bank (or its personnel) views or otherwise obtains in connection with the services or this Agreement is referred to hereinafter as “Confidential Information.” Without limiting the foregoing, Confidential Information shall include (i) all technology, know-how, processes, software, databases, patents, copyrights, trademarks, trade secrets, trade names, service marks, other intellectual property or proprietary rights, contracts, and other proprietary information; business plans, technical secrets, technical information relating to systems and infrastructure, methodologies, and know-how, (iv) investment products, product descriptions, investment management strategies, capabilities, methodologies, models, processes, theories, portfolio holdings, and other related investment management information, (v) business strategies, operating data, organizational and cost structures, pricing information, and financial information, including, without limitation, budgets, earnings, financial statements, and other financial related information, (vi) any other information of a confidential or proprietary nature not generally known to the public such as including regulatory affairs, compliance matters, and pending or threatened litigation. Moreover, without limiting the foregoing, and for the avoidance of doubt, Confidential Information also includes information of any subsidiary or affiliate of the Fund. Finally, without limiting the foregoing, and for the avoidance of doubt, Confidential Information of the Fund also includes nonpublic personal information and consumer information (as those terms are defined in the GLBA, Fair Credit Reporting Act, Fair and Accurate Credit Transactions Act, and any implementing regulations or guidelines adopted thereunder that the Bank (or the Bank’s personnel) views, obtains or has access to of an existing or former shareholder of the Fund.
Fund Confidential Information. DST acknowledges and agrees that the terms and conditions of this Agreement, and any information or records in its possession relating to the Fund, its securityholders, or the securityholders accounts (the “Fund Confidential Information”) is confidential and proprietary to the Fund. DST agrees that, except as provided in the last sentence of Section 19.E. hereof, or as otherwise required by law, DST hereby agrees to use the Fund Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the Fund Confidential Information and not to disclose the Fund Confidential Information, or any part thereof, to any other person, firm or corporation except as necessary to fulfill DST’s obligations under this Agreement. Fund Confidential Information shall not include (i) information that is or becomes generally known by the public, absent breach by DST of its obligations hereunder, (ii) information that is or becomes otherwise known or developed by DST without reference to information provided (absent breach by DST of its obligations hereunder) by or on behalf of Fund, or (iii) information that is approved in writing by Fund to be disclosed. DST acknowledges that disclosure of the Fund Confidential Information may give rise to an irreparable injury to Fund inadequately compensable in damages. Accordingly, Fund may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies that may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST’s ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. DST further acknowledges that in negotiating and performing the terms of this Agreement, it may have access to non-public personal information as defined in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 or any successor federal statute, and the rules and regulations thereunder, all as may be amended or supplemented from time to time belonging to Fund’s workforce, customers, business partners, agents and representatives, suppliers, service providers, contractors (the “Personal Data”). DST further agrees that it will comply with the terms of the applicable federal and state laws and regulations, and, unless it otherwise advises Fund in writing, local laws which are the subject...
Fund Confidential Information. The Consultant shall treat as confidential all information concerning the Fund and its investments disclosed to the Consultant in the course of providing Services, either verbally, electronically, visually, or in written or other tangible form, which is either identified or should be reasonably understood to be confidential. Fund confidential information includes, but is not limited to, Fund trade data, bank account information, investments, investment strategies, investment guidelines, investment performance, proposed transactions, forecasts, financial information, documentation in respect of any of the foregoing, including legal agreements and terms of such agreements, and any investment manager information or data as may be collected by the Consultant in connection with the Services or received from the Fund provided to the Consultant on behalf of the Fund. “Fund Data” means any electronic data or other information pertaining to or related to the Fund that is maintained, processed, or transmitted by the Consultant, and includes Fund confidential information.
