Common use of Confidential Information Clause in Contracts

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates under common control with Recipient on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub- Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Fund, and any non-public information provided by the Discloser, either verbally or in writing, in connection with discussions, in-person or otherwise, related to any aspect of the Discloser's business, operations and personnel matters (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to prevent the Confidential Information from being disclosed to third persons. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade industry at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (where permitted to do so) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade industry at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (d) In the event that the Recipient is requested or required to provide Confidential Information to regulatory authorities having the requisite authority, the Recipient will, to the extent practicable, give the Discloser prompt written notice of such request or requirement.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the a Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement, or in order to comply with applicable law. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, including regulatory inquiries), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers and agents of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential InformationInformation for purposes outside of the proceeding that necessitated a disclosure.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and to broker-dealers, banks, and other third parties solely for the purposes of rendering services under this Agreement, and to a regulatory authority. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this AgreementAgreement or to comply with applicable law or regulation. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, regulatory inquiries or examinations, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (d) In the event that the Recipient is requested or required to provide Confidential Information to regulatory authorities having the requisite authority, the Recipient will provide only such information necessary to satisfy the request or requirement and will, to the extent practicable, give the Discloser prompt written notice of such request or requirement.

Confidential Information. (ai) Each party The Executive agrees that it during his employment with the Company for any reason and for a period of five years following his Separation from Service, he will treat confidentially all not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information provided deemed to be confidential by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings member of the Portfolio or the Fund Company Group (“Confidential Information”). All ) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall does not include any information that: which (ix) is available to the general public when provided or thereafter becomes public through no wrongful act is generally available within the relevant business or industry other than as a result of the Recipient; Executive’s action or (iiy) is demonstrably known or becomes available to the Recipient prior to execution Executive after his Separation from Service on a non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient confidentiality. Confidential Information may be in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any medium or knowledge; form, including, without limitation, physical documents, computer files or (v) has been rightfully disks, videotapes, audiotapes, and lawfully obtained by the Recipient from any third partyoral communications. (cii) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, Executive becomes legally compelled to disclose any of the Discloser’s Confidential Information, the Recipient will give Executive shall provide the Discloser Company with prompt written notice of such request or requirement to allow so that the Discloser an opportunity to obtain Company may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy. In the event that such protective order or other remedy is not obtained, disclosure the Executive shall be made of furnish only that portion of the such Confidential Information that or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. (iii) The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. (iv) The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include: (a) information that is generally available to and known by the Discloser public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf; or (b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall be used only not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other party hereto property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information. Pursuant to the Defend Trade Secrets Act of 2016, the Employee acknowledges that the Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (the “Recipient”A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purposes purpose of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent reporting or investigating a suspected violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgelaw; or (vB) has been rightfully and lawfully obtained is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Recipient from any third party. (c) In Company for reporting a suspected violation of law, Employee may disclose the event that trade secret to Employee’s attorney and may use the Recipient is requested or required (by deposition, interrogatories, requests for trade secret information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any the court proceeding, if Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationcourt order.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants accountants, and other advisers of the Recipient and its affiliates affiliates, and (ii) employees of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, the Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. In order to assist Consultant in performing the Services, Nuvilex may supply Consultant, from time to time, with confidential information concerning Nuvilex. Consultant shall hold such information confidential and not disclose to others, either directly or indirectly, any and all such confidential information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information, which may be learned by Nuvilex or any of its subsidiaries and affiliated companies (a) Each party agrees that it will treat confidentially all information provided by any other party (the collectively, “DiscloserNuvilex Group”) regarding before and during the Discloser’s businesses and operationsTerm (collectively, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided , unless such information has been furnished directly to Consultant by the Discloser shall be used only Nuvilex Group and Consultant is advised in writing by Nuvilex that such information is not Confidential Information. Consultant acknowledges that the other party hereto (the “Recipient”) solely for the purposes terms and conditions of rendering services pursuant this Agreement are deemed confidential by Nuvilex and agrees not to this Agreement, and shall not be disclosed disclose any information regarding it to any third party, without the prior written consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Nuvilex. All documents containing Confidential Information shall be returned to Nuvilex, and no copies shall be retained by Consultant upon the termination of this Agreement or expiration of the Term. Notwithstanding the foregoing, such duty of confidentiality does not include any information thatextend to information: (i) which is or comes into the public when provided or thereafter becomes public through no wrongful act of the Recipientdomain; (ii) is demonstrably known to the Recipient prior to execution rightfully obtained from third parties under a duty of this Agreementconfidentiality; or (iii) which is independently developed by without reference to the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In The duties of confidentiality imposed by this Agreement shall survive any termination of this Agreement or expiration of the event that such protective order or other remedy is not obtainedTerm for a period of 3 years. All data and information developed by Consultant (including notes, disclosure summaries, and reports) while performing the Services shall be made kept strictly confidential and shall not be revealed to third parties without the prior written consent of only that portion of the Confidential Information that is legally required to be disclosedNuvilex. All Confidential Information disclosed as required such data and information shall be owned by law Nuvilex and shall nonetheless continue be delivered to be deemed Confidential InformationNuvilex by Consultant at the request of Nuvilex.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “”Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the a Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “”Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Funds (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice notice, to the extent it is legally permissible to do so, of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”” of a party shall mean all data and information submitted to the other party or obtained by the other party in connection with the transactions contemplated hereby, including information relating to a party’s customers (which includes, without limitation, Non-Public Personal Information as that term is defined in Securities and Exchange Commission Regulation S-P), technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable subject matter and other proprietary information. All Confidential Information provided by the Discloser relating to a party shall be used only held in confidence by the other party hereto (to the “Recipient”) solely same extent and in at least the same manner as such party protects its own confidential or proprietary information. Neither party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the purposes use or benefit of, any person or entity without the other party’s prior written consent. Each party shall, however, be permitted to disclose relevant aspects of rendering services the other party’s Confidential Information to its officers, agents, subcontractors and employees to the extent such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and such disclosure is not prohibited by ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (“GLBA”), which amends the Securities and Exchange Act of 1934, as it may be amended from time to time, the regulations promulgated by the Securities and Exchange Commission thereunder or other Applicable Law; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations in this Section shall not restrict any disclosure by either party pursuant to this Agreementany Applicable Law, or by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party of such order) and shall not be disclosed apply with respect to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: which (i) is public when provided or thereafter becomes public through no wrongful act of developed by the Recipientother party without violating the disclosing party’s proprietary rights; (ii) is demonstrably or becomes publicly known to the Recipient prior to execution of this Agreement(other than through unauthorized disclosure); (iii) is independently developed disclosed by the Recipient through no wrongful act owner of the Recipient in the ordinary course such information to a third party free of business outside any obligation of this Agreementconfidentiality; (iv) is generally employed already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into between the trade at parties before the time that the Recipient learns effective date of such information or knowledgethis Agreement; or (v) has been is rightfully and lawfully obtained received by a party free of any obligation of confidentiality. If the GLBA, the regulations promulgated by the Recipient from any third party. (c) In Securities and Exchange Commission thereunder or other Applicable Law now or hereafter in effect imposes a higher standard of confidentiality to the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, such standard shall prevail over the Recipient will give provisions of this Section. Client acknowledges that the Discloser prompt written notice services Pershing provides hereunder involve Client access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be safeguarded by Client, and that Client shall exercise reasonable care to protect Pershing’s interest in such trade secrets. Client agrees to make the proprietary nature of such request systems known to those of its consultants, staff, agents or requirement clients who may reasonably be expected to allow come into contact with such systems. Client agrees that any breach of this confidentiality provision may result in its being liable for damages as provided by law. This Section shall survive the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made termination of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationthis Agreement.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by an investment professional, acting reasonably (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this AgreementAgreement (or for a specific business purpose in managing the Adviser’s business) who are under a duty or contract of confidentiality. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (e) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser’s investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements).

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants accountants, and other advisers of the Recipient and its affiliates under common control with Recipient and (ii) employees of such of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to #498497 allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Subadviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Funds (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably previously known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Funds (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include: (a) information that is generally available to and known by the Discloser public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee's behalf; or (b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall be used only not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other party hereto property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information. Pursuant to the Defend Trade Secrets Act of 2016, the Employee acknowledges that the Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (the “Recipient”A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purposes purpose of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent reporting or investigating a suspected violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgelaw; or (vB) has been rightfully and lawfully obtained is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Recipient from any third party. (c) In Company for reporting a suspected violation of law, Employee may disclose the event that trade secret to Employee’s attorney and may use the Recipient is requested or required (by deposition, interrogatories, requests for trade secret information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any the court proceeding, if Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationcourt order.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Discloser shall be used only by Company or the Subsidiaries, and all other party hereto (data and information concerning the “Recipient”) solely business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes of rendering services pursuant to this Agreementhereof, and Confidential Information shall not be disclosed include: (a) information that is generally available to any third partyand known by the public at the time of disclosure to the Employee, without the prior consent provided that such disclosure is through no direct or indirect fault of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of Employee or person(s) acting on the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.Employee's behalf; or (b) Confidential Information information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall not include for any information that: reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) is public when provided use for his own benefit or thereafter becomes public through no wrongful act for the benefit of the Recipient; others, (ii) is demonstrably known to the Recipient prior to execution of this Agreement; disseminate, publish or disclose, or (iii) is independently developed authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the Recipient through no wrongful act express written consent of the Recipient Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the ordinary course case of business outside of this Agreement; (ivelectronic items, permanently delete) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully all documents, records, storage, data, samples, and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any other property of the Discloser’s Confidential InformationCompany and its Subsidiaries, the Recipient will give the Discloser prompt written notice of such request together with all copies thereof which contain or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed incorporate any Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. During the term of this Agreement, the Shareholder will maintain the confidentiality of and will not use or disclose any confidential information of Parent, the Company or any of their respective subsidiaries obtained by the Shareholder or his, her or its affiliates while a shareholder of the Company or serving as a director, officer, or employee of the Company or any of its subsidiaries. For purposes of this Agreement, “confidential information” means any information and material of or relating to Parent or the Company or any of their respective subsidiaries, including proprietary information and trade secrets, and any and all information disclosed to or known by the Shareholder or its affiliates as a consequence of any such person’s employment, services or status as a director, officer, or employee of the Company or any of its subsidiaries, but does not include (a) Each party agrees information that it will treat confidentially all information provided by any is or becomes generally available to the public other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings than as a result of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. an unauthorized disclosure; (b) Confidential Information shall not include any information that: (i) is public when provided that was in the Shareholder’s possession on a non-confidential basis prior to the Shareholder serving as a director, officer or thereafter becomes public through no wrongful act employee of the RecipientCompany or its subsidiaries, or information received by the Shareholder from another individual without any limitations on disclosure, but only if the Shareholder had no reason to believe that the other individual was prohibited from using or disclosing such information by a contractual or fiduciary obligation; or (iic) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is information that was independently developed by the Recipient through no wrongful act Shareholder without use of or reference to any confidential information of Parent, the Recipient in Company or their respective subsidiaries. If the ordinary course of business outside of this Agreement; (iv) Shareholder is generally employed required by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required governmental authority (by depositionoral questions, interrogatories, requests for information or documents in legal proceedings, subpoenassubpoena, civil investigative demand or other similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Informationconfidential information, the Recipient Shareholder will give the Discloser provide Parent with prompt written notice of any such requirement and will provide, at Parent’s expense, such reasonable cooperation as Parent may request or requirement to allow the Discloser an opportunity to obtain so that Parent may seek a protective order or otherwise other appropriate remedy. If, in the absence of a protective order or other remedy or the receipt of a written waiver from Parent, the Shareholder is nonetheless legally compelled to disclose confidential information to any governmental authority, the Shareholder may, without liability hereunder, disclose to such governmental authority only that portion of confidential information which is legally required to be disclosed; provided, that the Shareholder exercises reasonable efforts to preserve the confidentiality of such confidential information, including, without limitation, by reasonably cooperating with Parent, at its expense, to obtain assurances an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Confidential Informationconfidential information by such governmental authority. In Nothing in this Agreement prohibits Shareholder from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the event Department of Justice, the Securities and Exchange Commission, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. The Shareholder does not need the prior authorization of Parent to make any such protective order reports or other remedy disclosures, and the Shareholder is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationnotify the Company that the Shareholder has made such reports or disclosures.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants accountants, and other advisers of the Recipient and its affiliates under common control with Recipient and (ii) employees of such of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants and other advisers of the Recipient and its affiliates on and (ii) employees of the Recipient’s affiliates, a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include: (a) information that is generally available to and known by the Discloser public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee's behalf; or (b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information. Under the federal Defend Trade Secrets Act of 2016, the Employee shall not be used only by held criminally or civilly liable under and federal or state trade secret law for the other party hereto disclosure of a trade secret that: (the “Recipient”a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purposes purpose of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent reporting or investigating a suspected violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. law; or (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known made to the Recipient prior Employee’s attorney in relation to execution a lawsuit for retaliation against the Employee for reporting a suspected violation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgelaw; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested made in a complaint or required (by deposition, interrogatories, requests for information other document filed in a lawsuit or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any other proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of if such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy filing is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationunder seal.

Confidential Information. 4.1 No unauthorised announcement or disclosure of the Consultant involvement in the Services will be made or permitted by the Consultant or on its behalf without the prior written consent of Client. 4.2 The Consultant acknowledges that prior to or during the course of performing the Services whether before or after the signing of this Agreement certain business, financial and operational information and certain data of a secret and proprietary nature (aall such information and data being referred to as “Confidential Information”) Each party may be or may have been disclosed to the Consultant by Client or otherwise come to the attention of the Consultant. The Consultant agrees that such Confidential Information will be held in complete confidence and without Client prior written consent will not be disclosed in whole or in part at any time to any other persons nor used for any purpose other than the performance of the Services. 4.3 This undertaking does not apply to Confidential Information (i) which at the time of disclosure to the Consultant is in the public domain; (ii) which after such disclosure becomes generally available to third parties by publication or otherwise through no fault of the Consultant; (iii) which becomes rightfully known to the Consultant without confidential or proprietary restriction from a source other than Client; (iv) which the Consultant is able to prove was lawfully in the possession of the Consultant prior to such disclosure and which was not acquired directly or indirectly from Client or any of its subsidiaries. 4.4 The Consultant agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All only disclose Confidential Information provided by to its employees and the Discloser employees and agents of Client on a need to know basis. 4.5 The Consultant agrees that no right or licence is granted to it in relation to Confidential Information except as expressly set forth in this Agreement and agrees to return to Client upon demand all Confidential Information in documentary or other tangible form entrusted to it in the course of this Agreement and agrees that it will not copy, reproduce or distribute in whole or in part any such Confidential Information without Client prior written consent save insofar as may be necessary to perform the Services. 4.6 The obligations under this Clause 5 shall be used only by binding on the other party hereto (the “Recipient”) solely Consultant for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution duration of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully Agreement and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests thereafter for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of so long as the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationretains commercial value.

Confidential Information. Consultant shall (ai) Each party agrees that it will treat confidentially all proprietary or confidential information provided by about or relating to the Company, HDHC, or any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund their respective Affiliates (“Confidential Information”). All ) as confidential, preserve the confidentiality thereof and not disclose any Confidential Information, and (ii) use all reasonable efforts to cause its employees, contractors, officers, directors, managers, advisors and other representatives (if any) to treat all Confidential Information provided by as confidential, preserve the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, confidentiality thereof and not disclose any Confidential Information. Consultant shall not be disclosed to any third party, without use the prior consent Confidential Information of the DiscloserCompany, except HDHC or any of their respective Affiliates for a limited number any purpose other than in connection with the performance of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services Consultant’s obligations under this Agreement. (b) . If Confidential Information is disclosed or used in violation of this Section 4.1, Consultant shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of immediately notify the Recipient; (ii) is demonstrably known Company and HDHC in writing and take all reasonable steps required to prevent further disclosure. In addition to all other remedies available to the Recipient prior Company and HDHC at law or in equity, Consultant agrees that the Company, HDHC and their respective Affiliates shall be entitled to execution equitable relief, including injunctive and specific performance, in the event of any breach of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient Section 4.1. If Consultant is requested or required (by depositionoral questions, interrogatories, requests for information or documents in legal proceedings, subpoenassubpoena, civil investigative demand or other similar process), in connection with any proceeding, ) or is required by operation of law to disclose any of the Discloser’s Confidential Information, Consultant shall provide the Recipient will give the Discloser Company and HDHC with prompt written notice of such request or requirement requirement, which notice shall, if practicable, be at least five (5) business days prior to allow making such disclosure, so that the Discloser an opportunity to obtain Company or HDHC may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy and/or waive compliance with the provisions of this Section 4.1. In If, in the event that such absence of a protective order or other remedy or the receipt of such a waiver, Consultant is not obtainednonetheless, disclosure shall be made in the opinion of only its counsel, legally compelled to disclose Confidential Information, then Consultant may disclose that portion of the Confidential Information that which such counsel advises is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue , provided that, Consultant uses reasonable efforts to be deemed preserve the confidentiality of the Confidential Information. For purposes of this Agreement, “Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by an investment professional, acting reasonably (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this AgreementAgreement (or for a specific business purpose in managing the Adviser’s business) who are under a duty or contract of confidentiality. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (e) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following #498497 Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser’s investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements).

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates under common control with Recipient on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information lnfonnation provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatoriesinten-ogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity oppmiunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (“i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by investment professional, acting reasonably ("Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this Agreement.Agreement (or for a specific business purpose in managing the Adviser's business) who are under a duty or contract of confidentiality, (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (e) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser's investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements).

Confidential Information. a. A Recipient must: (ai) Each party agrees that it will treat confidentially at all information provided by any other party (the “Discloser”) regarding times keep the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by absolutely secret and confidential and not directly or indirectly disclose or communicate the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed Discloser’s Confidential Information to any third party, party at any time or permit or suffer such information to be disclosed or communicated without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.’s authority; (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient not copy, reproduce or reverse engineer in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any manner or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose form any of the Discloser’s Confidential Information; (iii) only use the Discloser’s Confidential Information for the sole purpose of this Contract; and (iv) take all steps and do all such things as may be necessary or desirable to safeguard the confidentiality of the Discloser’s Confidential Information. b. Notwithstanding any other provision of this Contract a Recipient: (i) will not breach its obligations of confidence under this Contract by reason solely of disclosing the Discloser’s Confidential Information if strictly required to do so by law or a stock exchange, the Recipient will provided that it must first give reasonable notice to the Discloser prompt written notice of such request or requirement prior to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances actually disclosing that confidential treatment will be accorded to such Confidential Information. In ; (ii) may disclose the event that such protective order or other remedy is not obtainedDiscloser’s Confidential Information to its officers, disclosure shall be made of only that portion of employees, advisers and agents who have a specific need to know the Confidential Information that is legally required to be disclosed. All for the purposes of this Contract, provided they have been made aware of the terms upon which the Confidential Information has been disclosed as required by law shall nonetheless continue to be deemed Confidential Information.the Recipient and the consequences of disclosing such information to a third party; (iii) may, where the recipient is MAC (or its relevant contractor or nominee), use any information obtained through the remote access and monitoring of the System referred to in clause 23(a)(ii) to (A) perform the Works (including any warranty obligations),

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the a Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. During the term of this Agreement, the Shareholder will maintain the confidentiality of and will not use or disclose any confidential information of Parent, the Company or any of their respective subsidiaries obtained by the Shareholder or his, her or its affiliates while a shareholder of the Company or serving as a director, officer, or employee of the Company or any of its subsidiaries. For purposes of this Agreement, “confidential information” means any information and material of or relating to Parent or the Company or any of their respective subsidiaries, including proprietary information and trade secrets, and any and all information disclosed to or known by the Shareholder or its affiliates as a consequence of any such person’s employment, services or status as a director, officer, or employee of the Company or any of its subsidiaries, but does not include (a) Each party agrees information that it will treat confidentially all information provided by any is or becomes generally available to the public other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings than as a result of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. an unauthorized disclosure; (b) Confidential Information shall not include any information that: (i) is public when provided that was in the Shareholder’s possession on a non-confidential basis prior to the Shareholder serving as a director, officer or thereafter becomes public through no wrongful act employee of the RecipientCompany or its subsidiaries, or information received by the Shareholder from another individual without any limitations on disclosure, but only if the Shareholder had no reason to believe that the other individual was prohibited from using or disclosing such information by a contractual or fiduciary obligation; or (iic) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is information that was independently developed by the Recipient through no wrongful act Shareholder without use of or reference to any confidential information of Parent, the Recipient in Company or their respective subsidiaries. If the ordinary course of business outside of this Agreement; (iv) Shareholder is generally employed required by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required governmental authority (by depositionoral questions, interrogatories, requests for information or documents in legal proceedings, subpoenassubpoena, civil investigative demand or other similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Informationconfidential information, the Recipient Shareholder will give the Discloser provide Parent with prompt written notice of any such requirement and will provide, at Parent’s expense, such reasonable cooperation as Parent may request or requirement to allow the Discloser an opportunity to obtain so that Parent may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy. In If, in the event that such absence of a protective order or other remedy or the receipt of a written waiver from Parent, the Shareholder is not obtainednonetheless legally compelled to disclose confidential information to any governmental authority, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.Shareholder may, without liability hereunder,

Confidential Information. “Confidential Information” as used in this Agreement means all information made available or disclosed by Pomp to Professional that is not generally known in Pomp’s trade or industry, including, but not limited to, User Data (as defined below). Professional will: (a) Each party agrees that it will treat confidentially maintain the confidentiality of all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , (b) not use the Confidential Information provided in any manner or for any purpose not expressly permitted or required by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall (c) not be disclosed disclose or permit others to disclose any Confidential Information to any third party, without . Professional will protect and prevent the prior consent unauthorized disclosure or misuse of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: by measures at least as restrictive as the measures Professional uses to protect Professional’s own Confidential Information, but with no less than a reasonable standard of care. Except for User Data (i) which is public when provided or thereafter becomes public through no wrongful act always subject to this Section regardless of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose if it falls under any of the Discloserfollowing exceptions), Professional’s Confidential Information, the Recipient obligations set forth in this Section will give the Discloser prompt written notice of such request or requirement terminate with respect to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that any particular portion of the Confidential Information that is legally Professional can document by competent proof: (a) was in the public domain at the time it was communicated to Professional by Pomp; (b) entered the public domain through no fault of Professional, subsequent to the time it was communicated to Professional by Pomp; (c) was in Professional’s possession free of any obligation of confidence at the time it was communicated to Professional by ▇▇▇▇; or (d) was rightfully communicated to Professional by a third party free of any obligation of confidence subsequent to the time it was communicated to Professional by ▇▇▇▇. In addition, Professional may disclose Pomp’s Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law, provided that Professional notifies Pomp of such required disclosure promptly and in writing and cooperates with Pomp, at Pomp’s request and expense, in any lawful action to be disclosedcontest or limit the scope of such required disclosure. All Confidential Information disclosed as required furnished to Professional by law shall nonetheless continue Pomp is the sole and exclusive property of Pomp or its suppliers or Users. Upon request by ▇▇▇▇, Professional agrees to be deemed promptly deliver to Pomp the original and any copies of such Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.or

Confidential Information. Confidential Information" means all trade secrets and proprietary or business sensitive information primarily related to the Business, whether in oral, written, graphic, machine-readable or tangible form, and whether or not registered, and including all notes, plans, records, documents and other evidence thereof, including but not limited to all: customer lists, details of client contracts and any other customer information. "Confidential Information" shall not include (a) Each party agrees that it will treat confidentially all any information provided which becomes generally available to the public other than as a result of disclosure by Seller or any other party (the “Discloser”) regarding the Discloser’s businesses and operationsrelative, including without limitation the investment activities agent or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. representative thereof; (b) Confidential Information shall not include becomes available to Seller on a non-confidential basis from a source other than Seller or any information that: (i) is public when Buyer Entity or any of its respective employees, agents or representatives, provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such source lawfully obtained such information and is not bound by a confidentiality agreement with Seller or knowledgeany Buyer Entity; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event is required to be disclosed (y) by law provided, that the Recipient if Seller is requested required by law (including, without limitation, any judicial or required (by deposition, interrogatories, requests for information administrative proceeding of any governmental or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, regulatory authority) to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser Seller shall provide Buyer with prompt written notice of any such request or requirement to allow the Discloser an opportunity and shall cooperate in full with Buyer to obtain a protective order or otherwise to pursue an action to obtain assurances a waiver from such requirement or (z) pursuant to the disclosure requirement of the rules and regulations of the Securities and Exchange Commission. If, in the absence of a protective order or other remedy, Seller is nonetheless, in the written opinion of Seller's outside counsel, legally compelled to disclose Confidential Information, Seller may, without liability hereunder disclose the Confidential Information, provided that (i) Seller gives Buyer prior written notice of the information to be disclosed, (ii) Seller only discloses that portion of the Confidential Information which counsel advises is legally required to be disclosed, and (iii) Seller uses its or his best efforts to preserve the confidentiality thereof by obtaining reasonable assurance that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering ofrendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information lnfonnation disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. A. Subject to the publication rights set out in section 7 below, the Investigator and the Institution agree to keep in confidence any written information expressly marked as “confidential” that is forwarded by the Sponsor to the Investigator or the Institution for purpose of the Study (or such oral information which is clearly defined as confidential upon its disclosure); or (b) information that comprises the Proprietary Data of the Sponsor as defined in section 8 hereto (the information described in clauses (a) Each party agrees that it will treat confidentially all information provided by any other party and (b) above being collectively the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All However, the obligation of non-disclosure and non-use shall not apply to the following: (1) Information that is or becomes publicly available other than as a result of disclosure by the Investigator or the Institution; (2) Information that the Institution can demonstrate based in records is already independently known by the Investigator, or employees of the Institution and/or the HMO, prior to its disclosure; or (3) Information that the Institution can demonstrate based in records was independently developed by employees of the Institution or of HMO who have not been exposed to the Confidential Information; (4) Information at or after such time that the Institution can demonstrate based in records that the same is disclosed on a non confidential basis to the Investigator or the Institution or the HMO, or their employees, by a third party; or (5) Information that the disclosure thereof is required under any law, court writ or any competent authority. However, if the Investigator and/or the Institution are legally required to disclose any Confidential Information provided by the Discloser to a court or governmental authority, prompt written notice thereof shall be used only by given to the other party hereto (Sponsor. B. The obligations of non-disclosure hereunder shall continue for 3 years after the “Recipient”) solely termination of this Agreement for any reason whatsoever. C. At the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent request of the DiscloserSponsor, the Investigator or the Institution, as the case may be, will return to the Sponsor all copies or other manifestations of Confidential Information that may be in the possession of the Investigator or the Institution, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known materials that have to the Recipient prior to execution of this Agreement; (iii) is independently developed be retained by the Recipient through no wrongful act of Investigator or the Recipient in the ordinary course of business outside of this Agreement; (ivInstitution as aforementioned and subject further to Section 4(B) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third partyhereto. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”” of a party shall mean all data and information submitted to the other party or obtained by the other party in connection with the transactions contemplated hereby, including information relating to a party’s customers (which includes, without limitation, Non-Public Personal Information as that term is defined in Securities and Exchange Commission Regulation S-P), technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable subject matter and other proprietary information. All Confidential Information provided by the Discloser relating to a party shall be used only held in confidence by the other party hereto (to the “Recipient”) solely same extent and in at least the same manner as such party protects its own confidential or proprietary information. Neither party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the purposes use or benefit of, any person or entity without the other party’s prior written consent. Each party shall, however, be permitted to disclose relevant aspects of rendering services the other party’s Confidential Information to its officers, agents, subcontractors and employees to the extent such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and such disclosure is not prohibited by ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (“GLBA"), which amends the Securities and Exchange Act of 1934, as it may be amended from time to time, the regulations promulgated by the Securities and Exchange Commission thereunder or other Applicable Law; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations in this Section shall not restrict any disclosure by either party pursuant to this Agreementany Applicable Law, or by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party of such order) and shall not be disclosed apply with respect to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: which (i) is public when provided or thereafter becomes public through no wrongful act of developed by the Recipientother party without violating the disclosing party’s proprietary rights; (ii) is demonstrably or becomes publicly known to the Recipient prior to execution of this Agreement(other than through unauthorized disclosure); (iii) is independently developed disclosed by the Recipient through no wrongful act owner of the Recipient in the ordinary course such information to a third party free of business outside any obligation of this Agreementconfidentiality; (iv) is generally employed already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into between the trade at parties before the time that the Recipient learns effective date of such information or knowledgethis Agreement; or (v) has been is rightfully and lawfully obtained received by a party free of any obligation of confidentiality. If the GLBA, the regulations promulgated by the Recipient from any third party. (c) In Securities and Exchange Commission thereunder or other Applicable Law now or hereafter in effect imposes a higher standard of confidentiality to the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, such standard shall prevail over the Recipient will give provisions of this Section. Client acknowledges that the Discloser prompt written notice services Pershing provides hereunder involve Client access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be safeguarded by Client, and that Client shall exercise reasonable care to protect Pershing’s interest in such trade secrets. Client agrees to make the proprietary nature of such request systems known to those of its consultants, staff, agents or requirement clients who may reasonably be expected to allow come into contact with such systems. Client agrees that any breach of this confidentiality provision may result in its being liable for damages as provided by law. This Section shall survive the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made termination of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationthis Agreement.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”)” subject to this Agreement is the Company’s information, in written or verbal form, which comprises or is directly related to technical plans and information, experimental data, financial information, business strategies, grant applications, patent applications, specifications, scientific procedures and techniques, biological material, intellectual property strategies, trade secrets, general business and commercial information, and other like information. All Consultant will protect the Confidential Information provided to Consultant by or on behalf of the Company from any use, distribution or disclosure except as explicitly permitted by the Discloser Company. Consultant will use no less than a high standard of care when protecting Confidential Information and will use Confidential Information solely for purposes of performing Consulting Services. Notwithstanding the foregoing, Consultant shall have no obligation to the Company with respect to the use, or disclosure to others not party to this Agreement, of such information that: a) prior to disclosure was known to or in the possession of Consultant as evidenced by its written records; b) is or becomes publicly known during the Term, other than through a breach of Consultant’s obligations hereunder; c) is rightfully received from a third party who is free to disclose to others without breach of any obligation of non-disclosure; or d) is developed by Consultant independently of any disclosures made under this Agreement as evidenced by its written records, or e) is authorized to be released by way of express written authorization by the Company. In addition Consultant shall be used only entitled to disclose Confidential Information to the extent such disclosure is required by applicable law, regulation or bona fide legal process to be disclosed; provided, however, that (i) Consultant takes all reasonable steps to restrict and maintain the other party hereto confidentiality of such disclosure and provides reasonable prior written notice to the Company of the requirement to disclose such information along with the specific disclosure(s) proposed to satisfy such law(s), regulation(s) or legal process(es), and (the “Recipient”ii) solely Confidential Information disclosed pursuant to this Section 6 shall otherwise remain Confidential Information for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed . The obligations set forth in this Section 6 with respect to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: continue in full force and effect for a period of two (i2) is public when provided years after the date of termination or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution expiration of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient . Thereafter, Consultant’s obligations under this Section 6 shall survive and continue in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection effect with any proceeding, respect to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required a trade secret under applicable law. Consultant shall be free to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue disclose to be deemed Confidential Informationothers that he is providing, or has provided, Consulting Services.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants and other advisers of the Recipient and its affiliates and (ii) employees of the Recipient’s affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering ofrendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested req uested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. a. The Parties acknowledge that during the course of the Agreement, the Parties (a) Each party agrees that it will treat confidentially all information provided by any other party (the Discloser being the “Discloser”) regarding ” and the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (Recipient the “Recipient”) solely for may make confidential data available to each other or may otherwise have access to proprietary or confidential information regarding the purposes Issuer, its holders of rendering services pursuant Shares, or the Transfer Agent, or its or their affiliates (collectively, “Confidential Data”). Confidential Data includes all information not generally known or used by others and which gives, or may give the possessor of such information an advantage over its competitors or which could cause the Issuer or the Transfer Agent injury, loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to: data or information that identifies past, current or potential customers, holders of Shares, business practices, financial results, fees, research, development, systems and plans; certain information and material identified by the Discloser as “Proprietary” or “Confidential,” data that the Transfer Agent furnishes to the Issuer from the Transfer Agent’s database, data received from the Issuer and enhanced by the Transfer Agent; and/or data or information that the Recipient be reasonably be expected to know is Confidential. Confidential Data may be written, oral, recorded, or maintained on other forms of electronic media. Confidential Data does not include data publicly displayed on the NetCapital website as contemplated by this Agreement, and shall not be disclosed to any third party, without the prior consent . Because of the Discloser, except for a limited number sensitive nature of employees, attorneys, accountants and other advisers of the information that the Recipient and its affiliates on employees or agents may obtain as a need-to-know basis result of this Agreement, the intent of the parties is that these provisions be interpreted as broadly as possible to protect Confidential Data. This Agreement, together with the exhibits and solely for schedules referred to herein or delivered pursuant hereto, are Confidential and Proprietary, and shall be treated as Confidential Data by the purposes parties hereto. The Transfer Agent acknowledges that all Confidential Data furnished by the Issuer is considered proprietary and strictly confidential. The Parties agree to maintain security measures to protect Confidential Data in its possession. b. The Transfer Agent shall maintain the confidentially of rendering services under all information and material regarding the Shares and holders of the Shares, other than as set forth herein and/or agreed to by NetCapital or the Issuer in writing, or if required by court order or other legal process. This Section 17b shall survive termination of this Agreement. (b) c. The Recipient agrees to hold as confidential all Confidential Data it receives from the Discloser. As between the Recipient and Discloser, ownership of Confidential Data shall remain with the Discloser, and Recipient shall not take any ownership interest in or right to use the Confidential Data unless expressly agreed to in writing by the Discloser. The Recipient will use at least the same care and discretion to avoid unauthorized use and disclosure of the Discloser’s Confidential Data as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care and no less than is required by law. The Recipient may only use and disclose Confidential Information shall not include any information thatof the Discloser only as necessary for the following “Permitted Purposes”: (1) performing its obligations under this Agreement; (2) in the case of the Issuer, deriving the reasonable and intended benefit from the services provided by the Transfer Agent under this Agreement; and (3) as otherwise specifically permitted in writing by the Discloser in this Agreement or elsewhere. The Recipient may disclose Confidential Data to: (i) is public when provided or thereafter becomes public through no wrongful act its employees and employees of the Recipientpermitted subcontractors and affiliates who have a need to know; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient its attorneys and accountants as necessary in the ordinary course of business outside its business; (iii) any regulatory authority, including the SEC and, if applicable, DTCC; and (iv) any other party with the Discloser’s prior written consent. Without limiting the foregoing, the parties further agree, subject to applicable law and regulations, that: (x) Confidential Data shall not be distributed, disclosed, or conveyed to any third party except by prior written approval of the Discloser; (y) no copies or reproductions shall be made of any Confidential Data, except as needed to provide the services described in this Agreement; and (ivz) is generally employed by the trade at the time that the Recipient learns shall not use any Confidential Data for its own benefit or for the benefit of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event d. The Parties acknowledge that the Recipient is requested unauthorized use or required (by depositiondisclosure of any Confidential Data may cause irreparable harm to the Discloser. Accordingly, interrogatoriesthe Parties agree that the Discloser shall be entitled to equitable relief, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process)including injunctive relief, in connection with additional to all other remedies available at law for any proceeding, to disclose threatened or actual breach of this Agreement or any threatened or actual unauthorized use or disclosure of the Discloser’s Confidential InformationData. e. Except as prohibited by applicable law or regulation, the Recipient will give shall promptly notify the Discloser prompt written notice in writing of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order any subpoena, summons or other remedy is not obtainedlegal process served on the Recipient for the purpose of obtaining Confidential Data (i) consisting of a list of holders of Shares, disclosure shall be made of only that portion such as an identified class of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.Issuer’s holders of Shares, or

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering ofrendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (ai) Each party The Executive agrees that it during his employment with the Company Group for any reason and for a period of five years following his Separation from Service, he will treat confidentially all not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information provided deemed to be confidential by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings member of the Portfolio or the Fund Company Group (“Confidential Information”). All ) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall does not include any information that: which (ix) is available to the general public when provided or thereafter becomes public through no wrongful act is generally available within the relevant business or industry other than as a result of the Recipient; Executive’s action or (iiy) is demonstrably known or becomes available to the Recipient prior to execution Executive after his Separation from Service on a non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient confidentiality. Confidential Information may be in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any medium or knowledge; form, including, without limitation, physical documents, computer files or (v) has been rightfully disks, videotapes, audiotapes, and lawfully obtained by the Recipient from any third partyoral communications. (cii) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, Executive becomes legally compelled to disclose any of the Discloser’s Confidential Information, the Recipient will give Executive shall provide the Discloser Company with prompt written notice of such request or requirement to allow so that the Discloser an opportunity to obtain Company may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy. In the event that such protective order or other remedy is not obtained, disclosure the Executive shall be made of furnish only that portion of the such Confidential Information that or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. (iii) The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. (iv) The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except (i) as required to be disclosed by applicable law, subject to paragraph (c) below, or (ii) for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by an investment professional, acting reasonably (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this Agreement.Agreement (or for a specific business purpose in managing the Adviser’s business) who are under a duty or contract of confidentiality, (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (d) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser’s investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements). (e) The Sub-Adviser may also disclose the existence of this Agreement and information about the Portfolio and its management to its bankers, advisers and others who have a confidential relationship (through duty or contract) with the Sub-Adviser and need to know such information in the course of their business with the Sub-Adviser.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, to the extent allowed by the law, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade industry at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants accountants, and other advisers of the Recipient and its affiliates under common control with Recipient and (ii) employees of such of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub- Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (The Parties recognize that, in connection with the “Discloser”) regarding the Discloser’s businesses and operationsperformance of this Agreement, including without limitation the investment activities or holdings of the Portfolio or the Fund (each Discloser may disclose “Confidential Information”)” (as defined below) to the other Recipients. All For purposes of this Agreement “Confidential Information provided Information” means (i) proprietary information (whether owned by the Discloser shall be used only by or a third party to whom the Discloser owes a nondisclosure obligation) that is marked as confidential at the time of disclosure to the Recipient, or if in oral or in other party hereto (intangible form or in any form that is not so marked, that is identified as confidential at the “Recipient”) solely for the purposes time of rendering services pursuant such disclosure and summarized in writing and transmitted to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient within thirty (30) days of such disclosure; and its affiliates on (ii) all unpublished invention disclosures or patent applications and patent application file histories disclosed by a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Licensor in any form to NewCo. “Confidential Information Information” shall not include any information thatwhich: (iA) is public when provided or thereafter becomes public was known to the Recipient at the time of the disclosure by the Discloser as indicated by the Recipient’s contemporaneous written records; (B) has become publicly known through no wrongful act of the Recipient; (iiC) is demonstrably known to has rightfully been received by the Recipient prior to execution from a third party without a duty of this Agreementconfidentiality; or (iiiD) is was independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, without reference to disclose any of the Discloser’s Confidential Information. The Recipient agrees (x) not to use any such Confidential Information for any purpose other than in the performance of its obligations or exercise of its rights under this Agreement or any Transaction Document and (y) not to disclose any such Confidential Information, except (1) to its employees, contractors, or other bona fide commercial partners who are reasonably required to have the Confidential Information in connection herewith or with any of the other Transaction Documents; (2) to its agents, representatives, lawyers, accounting firms, and other advisers that have a need to know such Confidential Information; (3) to Persons in connection with a financing, strategic partnership, merger, acquisition, investment or proposed financing, strategic partnership, merger, acquisition or investment, where such Persons are subject to an obligation of confidentiality at least comparable to that set forth in this Section 14.1, (4) to sublicensees, in accordance with Section 4; (5) to third parties with whom Recipient will is in good faith discussions relating to entering into a sublicense relationship; (6) to patent authorities and foreign patent associates and agents in NewCo’s exercise of its rights and performance of its obligations pursuant to Section 7; (7) pursuant to, and to the extent of, a request or order by a Governmental Authority, provided, however, that prior to any such requested or ordered disclosure, Recipient shall give the Discloser prompt written reasonable advance notice of any such request or requirement to allow the disclosure and shall cooperate with Discloser an opportunity to obtain in protecting against any such disclosure and/or obtaining a protective order or otherwise obtain assurances that confidential treatment will be accorded to narrowing the scope of such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion and/or use of the Confidential Information of Discloser; and/or (8) to the extent authorized by the Discloser in advance in writing. The Recipient shall take the same degree of care that is legally required it uses to be disclosed. All protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use or disclosure of the Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationof the Discloser.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful wrongfu l act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by an investment professional, acting reasonably (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this AgreementAgreement (or for a specific business purpose in managing the Adviser’s business) who are under a duty or contract of confidentiality. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (d) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Portfolio holdings, trades and performance data, as well as information and data relating to the Sub-Adviser’s investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements). (e) The Sub-Adviser may also disclose the existence of this Agreement and information about the Portfolio and its management to its bankers, advisers and others who have a confidential relationship (through duty or contract) with the Sub-Adviser and need to know such information in the course of their business with the Sub-Adviser.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operationsFor purposes hereof, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information” means, any and all information of TGC and its Assets of a proprietary or confidential nature (including, without limitation, financial information and information relating to domains, websites, investors, creditors, investment products, website and domain registration and information related to website metrics including revenue and traffic, products, processes, technologies, intellectual property, know-how, designs, specifications, methodologies, work, improvements, discoveries, marketing materials and plans, databases, software, manuals, files, credentialing files, internal policies and procedures, licenses, term sheets, prices, costs, revenues, ▇▇▇▇▇▇▇▇, budgets, projections, marketing, business plans, investors, suppliers, customers, and lists, skills, compensation and personal information of employees and investors and creditors) that the Receiver or her professionals has furnished or otherwise made available to Potential Purchaser and/or Potential Purchaser’s employees, directors, agents, representatives, or affiliates (“Purchaser’s Representatives”). All “Confidential Information provided Information” shall not include any information that (i) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by Potential Purchaser or Purchaser’s Representatives, (ii) has been received from a third party without restriction on disclosure, (iii) is or becomes lawfully available to Potential Purchaser or Purchaser’s Representatives other than through the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services Receiver or her representatives pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iiiiv) is independently developed by the Recipient through no wrongful act Potential Purchaser or Purchaser’s Representatives without reference to or use of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; Confidential Information, or (v) has been rightfully and lawfully obtained is required to be disclosed by the Recipient from any third party. (c) In the event law or order of a court of competent jurisdiction or regulatory authority, provided that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser Potential Purchaser shall furnish prompt written notice of such request or requirement required disclosure and reasonably cooperate in any effort to allow the Discloser an opportunity to obtain seek a protective order or otherwise obtain assurances that confidential treatment will be accorded other appropriate protection of Confidential Information and any disclosure under this clause (v) is limited to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion extent of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationlegal requirement.