Confidentiality/Privacy. FTIS shall keep the Confidential Information (as defined in Section 16(a) below) of the Investment Company in confidence and will not use or disclose or allow access to or use of such Confidential Information except (A) as appropriate in connection with activities contemplated by this Agreement; (B) as required pursuant to a court order, subpoena, governmental or regulatory or self-regulatory authority or agency, law, regulation, or binding discovery request in pending litigation (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted, and subject to proper jurisdiction, if applicable); (C) as requested by a governmental, regulatory or self-regulatory authority or agency in connection with an inquiry, examination, audit or other review; or (D) the information or data is relevant and material to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against FTIS.
Confidentiality/Privacy. 16.1 The parties agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed to any other person without the consent of the other party, except as may be required by applicable law or at the request of the Commission or other governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent breaches of this provision.
Confidentiality/Privacy. 17.1 The parties agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed to any other person without the consent of the other party, except as may be required on a need to know basis in connection with the provision of services hereunder to the parties’ auditors, consultants or agents or by applicable law or at the request of the Commission or other governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent breaches of this provision. Transfer Agent represents, warrants and agrees that it has adopted and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all of the following: (i) the provisions of this Agreement, including without limitation Article 17.2; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of customer records and information, Transfer Agent shall properly dispose of the customer records and information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of customer records and information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17.1, Article 17.2, and Article 14.
Confidentiality/Privacy. 17.1 Each party shall keep the Confidential Information (as defined in subsection (a) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except as further set forth herein or as otherwise expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of this provision. Notwithstanding the foregoing, or anything in this Agreement to the contrary, the Fund is hereby authorized to identify the Transfer Agent and describe this Agreement in its registration statement filed with the Securities and Exchange Commission under the 1933 Act and the 1940 Act, and to file this Agreement as an exhibit to such registration statement.
Confidentiality/Privacy. 3.1 Vendor acknowledges that in the course of its engagement by Prudential, Vendor may receive or have access to confidential and proprietary information about, and Vendor's engagement by Prudential may bring it into close contact with confidential and proprietary information of Prudential or third parties with whom Prudential conducts business. Such information is defined below and collectively referred to as "Confidential Information." In recognition of the foregoing, Vendor covenants and agrees that:
Confidentiality/Privacy. Destra and the Funds each acknowledge that it may obtain certain confidential information of the other parties to this Agreement, or, in the case of Destra, of the Adviser, the Funds and shareholders of the Funds, during the performance of its duties under this Agreement, and each party hereto agrees to treat all such confidential information as proprietary information of the applicable party and to keep such information confidential by using the same care and discretion it uses with respect to its own confidential information, property and trade secrets; provided, that a party may disclose confidential information if (i) such disclosure is approved in writing by the applicable xxxxx from which the confidential information originates or (ii) such disclosure is required by applicable laws, rules, and regulations (including, for the avoidance of doubt, disclosures required in any document filed, provided or furnished with or to the SEC, FINRA or other regulatory authority), or such disclosure is required to be made in response to a valid request by a regulatory authority having jurisdiction; and provided further that the Funds may disclose material terms of the Agreement to underwriters of the Funds and in the Prospectus and Statement of Additional Information for the Funds. If Destra is required or requested to disclose confidential information of the Funds or the Adviser pursuant to (ii) above, Destra shall immediately notify the Funds or the Adviser, as the case may be, in order to provide the Funds or the Adviser, as the case may be, the opportunity to pursue such legal or other action as such parties may desire to prevent the release of such confidential information, and such party agrees to provide reasonable assistance to any party seeking to prevent the release of such confidential information, at the expense of the requesting party. For purposes of this Agreement, “confidential information” does not include info1mation which, without any breach of Destra or the Funds of the foregoing, (1) is or becomes publicly available (other than in breach of this Agreement or a violation of a confidentiality obligation owed to a party hereto), (2) is in the possession of the Funds or Destra (as the case may be) prior to disclosure by the other party, (3) is independently developed by Destra or the Funds (as the case may be) outside the scope of this Agreement and without use of confidential information or (4) is rightfully obtained by Destra or the Funds (as the...
Confidentiality/Privacy. The Contractor shall comply with all applicable state and federal laws and regulations relating to confidentiality and privacy. In addition, in the performance of this Contract, the Contractor may acquire or have access to “personal data” and become a “holder” of such personal data (as defined in Mass. Gen. Laws ch. 66A) or personal information (as defined in Mass.Gen.Laws ch. 93H). Personal data and personal information shall be deemed to be “Personal Information.” Contractor shall implement feasible safeguards to restrict access and ensure the security, confidentiality and integrity of all Personal Information owned, controlled, stored, or maintained by University and provided to or accessed by Contractor in the performance of services irrespective of the medium in which it is held. The Contractor agrees that it shall inform each of its employees, servants or agents, having involvement with Personal Information of the laws and regulations relating to confidentiality and privacy.
Confidentiality/Privacy. The Service Company agrees on behalf of itself and its employees to treat confidentially and as the proprietary information of the Company, all records and other information relative to the Company and prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except, after prior notification to and approval in writing by BISYS or the Company, which approval shall not be unreasonably withheld. The Service Company acknowledges that nonpublic personal financial information relating to consumers or customers of the Company provided by, or at the direction of the Company to BISYS, or collected or retained by BISYS to perform its duties as administrator of the Funds shall be considered confidential information. Service Company shall not give, sell or in any way transfer such confidential information to any person or entity, except at the direction of BISYS or as required or permitted by law. Service Company shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Company. The Service Company acknowledges and agrees to comply with the Company's Statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P.
Confidentiality/Privacy. (a) All parties hereto agree that any non-public information obtained hereunder concerning the other parties is confidential and may not be disclosed to any other person without the consent of the non-disclosing party, except as may be required by applicable law or at the request of the Commission or other governmental agency. The Transfer Agent agrees that it shall not use any non-public information for any purpose other than performance of its duties or obligations hereunder. The obligations of the parties under this Section shall survive the termination of this Agreement. The parties further agree that a breach of this Section would irreparably damage the non-disclosing party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent breaches of this provision. Without limiting the foregoing, the Transfer Agent agrees on behalf of itself and its nominees, sub-contractors and employees to treat confidentially all records and other information relative to the Funds and their prior, present or potential Shareholders.
Confidentiality/Privacy. The Administrator agrees that, except as otherwise required by law or in connection with any disclosure required by law or applicable regulation, it will keep confidential all records and information in its possession relating to the Fund Parties or their shareholders or shareholder accounts and will not disclose the same to any person except at the request or with the written consent of the applicable Fund Party. The Fund Parties and the Administrator each agree to take all steps necessary to comply with applicable regulations protecting the privacy of nonpublic personal financial information ("Information") of "consumers" and "customers" of the Funds, as those terms are defined in Regulation S-P. To the extent the Fund Parties provide the Administrator with any Information to perform services or functions on their behalf, the Administrator agrees not to disclose or use any such information for any purpose other than to carry out the purposes for which the Funds disclosed the Information or as permitted by law in the ordinary course of business to carry out those purposes. In the event that the Administrator receives any such Information from the Funds, the Administrator agrees to adopt policies and procedures that address administrative, technical, and physical safeguards for the protection of Information of consumers or customers of the Funds. The Administrator will seek to include a similar provision in all agreements with third parties.
