Common use of Confidentiality/Privacy Clause in Contracts

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 The parties agree Vendor acknowledges and agrees that any non-public and all documents, materials and information obtained hereunder concerning furnished to 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 Vendor by UF or its affiliates in connection with the provision Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of UF. Vendor shall not disclose Confidential Information to third parties unless it obtains UF’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that UF will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services hereunder or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the parties’ auditors, consultants termination or agents expiration of the Agreement or by applicable law or at within seven (7) days of the request of UF, whichever shall come first. In the Commission or other governmental agency. The parties further agree that event of a breach of this provision would irreparably damage the other party any of Vendor's obligations herein, Vendor agrees to indemnify, hold harmless and accordingly agree that each of them is entitleddefend UF against any claims, without bond damages, or other securityharm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, to an injunction PHI, or injunctions to prevent breaches of this provision. Transfer Agent representsConfidential Information, warrants and agrees that it has adopted and implemented, and the Vendor 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 17.2provide UF with prompt notice thereof; (ii) its own Privacy consult with UF on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and Information Sharing Policy, as amended and updated from time federal privacy laws applicable to timethe Information; and (iiiv) privacy laws and regulations applicable reasonably cooperate with UF in any attempt that UF may make to obtain an order or other reliable assurance that confidential treatment will be accorded the Fund’s and Transfer Agent’s business, including records. This provision shall survive the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of customer records and information, Transfer Agent shall properly dispose expiration or earlier termination 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 14Agreement.

Confidentiality/Privacy. 17.1 The parties agree Vendor acknowledges and agrees that any non-public and all documents, materials and information obtained hereunder concerning furnished to 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 Vendor by FIU or its affiliates in connection with the provision Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of FIU. Vendor shall not disclose Confidential Information to third parties unless it obtains FIU’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that FIU will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, FIU and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from FIU or upon the termination or expiration of the Agreement, Vendor shall return to FIU, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services hereunder or from any other location containing any such information, and certify in writing to FIU that these actions have been completed within thirty (30) days of the parties’ auditors, consultants termination or agents expiration of the Agreement or by applicable law or at within seven (7) days of the request of FIU, whichever shall come first. In the Commission or other governmental agency. The parties further agree that event of a breach of this provision would irreparably damage the other party any of Vendor's obligations herein, Vendor agrees to indemnify, hold harmless and accordingly agree that each of them is entitleddefend FIU against any claims, without bond damages, or other securityharm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, to an injunction PHI, or injunctions to prevent breaches of this provision. Transfer Agent representsConfidential Information, warrants and agrees that it has adopted and implemented, and the Vendor 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 17.2provide FIU with prompt notice thereof; (ii) its own Privacy consult with FIU on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and Information Sharing Policy, as amended and updated from time federal privacy laws applicable to timethe Information; and (iiiv) privacy laws and regulations applicable reasonably cooperate with FIU in any attempt that FIU may make to obtain an order or other reliable assurance that confidential treatment will be accorded the Fund’s and Transfer Agent’s business, including records. This provision shall survive the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of customer records and information, Transfer Agent shall properly dispose expiration or earlier termination 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 14Agreement.

Confidentiality/Privacy. 17.1 The parties agree Vendor acknowledges and agrees that any non-public and all documents, materials and information obtained hereunder concerning furnished to 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 Vendor by FIU or its affiliates in connection with the provision Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of FIU. Vendor shall not disclose Confidential Information to third parties unless it obtains FIU’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that FIU will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, FIU and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from FIU or upon the termination or expiration of the Agreement, Vendor shall return to FIU, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services hereunder or from any other location containing any such information, and certify in writing to FIU that these actions have been completed within thirty (30) days of the parties’ auditors, consultants termination or agents expiration of the Agreement or by applicable law or at within seven (7) days of the request of FIU, whichever shall come first. In the Commission or other governmental agency. The parties further agree that event of a breach of this provision would irreparably damage the other party any of Vendor's obligations herein, Xxxxxx agrees to indemnify, hold harmless and accordingly agree that each of them is entitleddefend FIU against any claims, without bond damages, or other securityharm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, to an injunction PHI, or injunctions to prevent breaches of this provision. Transfer Agent representsConfidential Information, warrants and agrees that it has adopted and implemented, and the Vendor 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 17.2provide FIU with prompt notice thereof; (ii) its own Privacy consult with FIU on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and Information Sharing Policy, as amended and updated from time federal privacy laws applicable to timethe Information; and (iiiv) privacy laws and regulations applicable reasonably cooperate with FIU in any attempt that FIU may make to obtain an order or other reliable assurance that confidential treatment will be accorded the Fund’s and Transfer Agent’s business, including records. This provision shall survive the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of customer records and information, Transfer Agent shall properly dispose expiration or earlier termination 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 14Agreement.

Confidentiality/Privacy. 17.1 The parties agree Vendor acknowledges and agrees that any non-public and all documents, materials and information obtained hereunder concerning furnished to 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 Vendor by UF or its affiliates in connection with the provision Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of UF. Vendor shall not disclose Confidential Information to third parties unless it obtains UF’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that UF will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services hereunder or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the parties’ auditors, consultants termination or agents expiration of the Agreement or by applicable law or at within seven (7) days of the request of UF, whichever shall come first. In the Commission or other governmental agency. The parties further agree that event of a breach of this provision would irreparably damage the other party any of Vendor's obligations herein, Xxxxxx agrees to indemnify, hold harmless and accordingly agree that each of them is entitleddefend UF against any claims, without bond damages, or other securityharm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, to an injunction PHI, or injunctions to prevent breaches of this provision. Transfer Agent representsConfidential Information, warrants and agrees that it has adopted and implemented, and the Vendor 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 17.2provide UF with prompt notice thereof; (ii) its own Privacy consult with UF on the advisability of taking steps to resist or narrow such disclosure; (iii) furnish only that portion of the information that is responsive to the request; (iv) comply with the requirements of all state and Information Sharing Policy, as amended and updated from time federal privacy laws applicable to timethe Information; and (iiiv) privacy laws and regulations applicable reasonably cooperate with UF in any attempt that UF may make to obtain an order or other reliable assurance that confidential treatment will be accorded the Fund’s and Transfer Agent’s business, including records. This provision shall survive the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of customer records and information, Transfer Agent shall properly dispose expiration or earlier termination 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 14Agreement.

Confidentiality/Privacy. 17.1 The parties agree that any non-public Any information obtained hereunder concerning disclosed by or on behalf of one party to the other party during the term of this Agreement that is identified as being proprietary and/or confidential and may not be disclosed to any other person without or that, by the consent nature of the other partycircumstances surrounding the disclosure, except ought in good faith to be treated 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 informationproprietary and/or confidential, including, without limitation, all information pertaining to Net Rates, commissions and margins, the amount of Supplier Remittances, Distribution Channels, TripAdvisor Experiences Technology, and the terms of this Agreement, are “Confidential Information.” The party receiving Confidential Information of the disclosing party will maintain safeguards against its destruction, loss, alteration or disclosure, which safeguards shall be consistent with industry best practices and no less rigorous than the protections afforded by the receiving party to its own proprietary information and will not, during or after the term of this Agreement, (a) use any electronic such Confidential Information for any purpose other than to perform the receiving party’s obligations or physical copies exercise the receiving party’s rights under this Agreement and (b) disclose any such Confidential Information to any third party, other than disclosures made by TripAdvisor Experiences to its Distribution Channels pursuant to the activities contemplated in this Agreement. Notwithstanding the foregoing, the obligations of this Section do not apply to information which is: (i) generally available to the public, without any formobligation of confidentiality, other than by taking reasonable measures to protect against unauthorized access a breach of this Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) independently developed by the receiving party without reference to or reliance on the other party’s Confidential Information; or (iv) generally made available to third parties by the disclosing party without restriction on disclosure. Upon termination of this Agreement, or upon the disclosing party’s earlier request, the receiving party will return all of the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will cease all 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 14such Confidential Information.

Confidentiality/Privacy. 17.1 15.1 The parties protection and safeguarding of Confidential Information, as defined in in this Agreement, is a mutual obligation. Each Party shall keep confidential, and will cause its respective employees, contractors, affiliates and agents to keep confidential, any and all information obtained from the other, whether in written, electronic or oral form, which Lender has designated as confidential. Without the prior written consent of the other, each Party shall not use or disclose any such information for any purposes other than those authorized by this Agreement and shall make such information available only to those with a need to view such information in order to carry out the purposes authorized in this Agreement. Without limiting the generality of the foregoing, the Parties agree that the following categories of information are designated as confidential: (A) the terms of this Agreement, (B) the Mortgage Loan Programs, (C) any agreement to fund any Mortgage Loan hereunder, (D) any identifying information regarding any Mortgage Loan originated, acquired or disposed of by Lender, whether or not submitted to Lender by Broker, and (E) any other non-public information relating to either Party, including any proprietary information concerning each party’s respective products and processes, information obtained hereunder concerning the by visiting other’s facilities and reviewing products, equipment or other party is confidential assets, and may all analyses, compilations, data, studies or other documents prepared by each Party or its employees, contractors, affiliates and agents. Parties shall not be disclosed disclose any consumer information to any other person without or entity that is not directly involved in the consent of the other party, except as may be required on a need loan process pursuant to know basis in connection this Agreement. The Parties shall comply with the provision privacy requirements 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”) Act, the FTC Privacy Safeguards Rule and all other applicable federal, state or local laws, rulesrules or regulations governing consumer protection and consumer privacy now or hereafter in effect. The Parties shall implement appropriate procedural and technological safety measures to safeguard consumer information in accordance with such laws, rules or regulations, and governmental standards and Transfer Agent represents, warrants and agrees . The Parties shall as soon as practicable notify each other if there is a breach of its security related to customers so that it will use Customer Information only such consumers may be notified in compliance accordance with all federal, state and local laws, rules and regulations. As defined herein, the Parties specifically agree that these provisions equally apply to and extend to their respective proprietary software, other confidential, proprietary or trade secret information of the followingother that is identified in writing (including, but not limited to, electronically) as such at the time of its disclosure; all other confidential, proprietary or trade secret information of the other, which a reasonable person employed in the financial services industry would recognize as such or is recognized as such under applicable law, including Customer Information, as defined in herein, under law; and compilations, notes or summaries that contain or reflect Confidential Information. The Parties also each specifically acknowledge and agree that the term Confidential Information shall not include: (ia) information that was already within the provisions public domain at the time the information was acquired by a Party, or (b) information that subsequently becomes public through no act or omission by a Party. The mutual obligation to protect and safeguard Confidential Information shall survive the termination of this Agreement. Lender and Broker shall not use the other Party’s name, brand, trademark, intellectual property or any other reference to that Party without the other Party’s express written consent. The obligations of Broker under this Article 15 are continuing and shall survive the termination 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 extent allowed by this Agreement 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 14law.

Confidentiality/Privacy. 17.1 The Both parties agree may acquire certain information that any non-public is confidential, proprietary or trade secret information obtained hereunder concerning of the other party or a third party (“Confidential Information”) in the performance of the Master Agreement, or in the contemplation of the license to or purchase of additional Products, Services or other deliverables. The Service Provider acknowledges that the Client’s Confidential Information includes any personally identifiable information of Users. The Client acknowledges that the Service Provider’s Confidential Information includes all source code, software, Services, Documentation, Service Provider Materials and any related system design, database design, algorithms, trade secrets, technology, pricing and licensing. Other Confidential Information of either party shall be clearly identified in writing as Confidential at the time of disclosure or promptly thereafter. The party receiving Confidential Information will: (a) use such information solely for performance under this Master Agreement; (b) not disclose such information to any third party (excluding agents which are not competitors of the disclosing party, in accordance with this Section 3, and, in the case of the Service Provider, its affiliated companies); and (c) otherwise protect such information from any unauthorized use or disclosure. The receiving party shall see that its employees, agents and affiliates having access to Confidential Information are bound by confidentiality obligations consistent with this provision, and the receiving party shall be responsible for breaches of this Master Agreement by such employees, agents and affiliates. Nevertheless, neither party will be obligated to keep confidential any information that is: (a) publicly available through no fault of the receiving party; (b) received by the receiving party from a third party who is confidential and may not under a confidentiality obligation regarding the information; (c) independently developed by the receiving party without referring to the Confidential Information; or (d) required by applicable law to be disclosed to any other person without by the consent of the other receiving party, except as provided the receiving party shall, to the extent reasonably practicable, give prompt notice to the disclosing party. The Client may be required on a need to know basis in connection make certain information available pursuant to state public records laws. Compliance 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 any such laws will not constitute a breach of this provision would irreparably damage Master Agreement, provided that the other party Client informs the Service Provider if and accordingly agree when it receives requests 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 could reasonably require disclosure of the following: (i) Service Provider’s Confidential Information and provides the provisions Service Provider a copy of this Agreement, including without limitation Article 17.2; (ii) any such information disclosed. The Service Provider and its own Privacy affiliates may identify the Client as a client and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to use the FundClient’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 logos in connection with its disposalpublicized client lists, as required advertising and other promotional and marketing materials, including placing references to the Client on the Service Provider’s website, provided that the Service Provider complies with any reasonable written trademark usage guidelines furnished 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 14Client.

Confidentiality/Privacy. 17.1 15.1 The parties protection and safeguarding of Confidential Information, as defined in in this Agreement, is a mutual obligation. Each Party shall keep confidential, and will cause its respective employees, contractors, affiliates and agents to keep confidential, any and all information obtained from the other, whether in written, electronic or oral form, which Lender has designated as confidential. Without the prior written consent of the other, each Party shall not use or disclose any such information for any purposes other than those authorized by this Agreement and shall make such information available only to those with a need to view such information in order to carry out the purposes authorized in this Agreement. Without limiting the generality of the foregoing, the Parties agree that the following categories of information are designated as confidential: (A) the terms of this Agreement, (B) the Mortgage Loan Programs, (C) any agreement to fund any Mortgage Loan hereunder, (D) any identifying information regarding any Mortgage Loan originated, acquired or disposed of by Lender, whether or not submitted to Lender by Broker, and (E) any other non-public information relating to either Party, including any proprietary information concerning each party’s respective products and processes, information obtained hereunder concerning the by visiting other’s facilities and reviewing products, equipment or other party is confidential assets, and may all analyses, compilations, data, studies or other documents prepared by each Party or its employees, contractors, affiliates and agents. Parties shall not be disclosed disclose any consumer information to any other person without or entity that is not directly involved in the consent of the other party, except as may be required on a need loan process pursuant to know basis in connection this Agreement. The Parties shall comply with the provision privacy requirements 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”) Act, the FTC Privacy Safeguards Rule and all other applicable federal, state or local laws, rulesrules or regulations governing consumer protection and consumer privacy now or hereafter in effect. The Parties shall implement appropriate procedural and technological safety measures to safeguard consumer information in accordance with such laws, rules or regulations, and governmental standards and Transfer Agent represents, warrants and agrees . The Parties shall as soon as practicable notify each other if there is a breach of its security related to customers so that it will use Customer Information only such consumers may be notified in compliance accordance with all federal, state and local laws, rules and regulations. As defined herein, the Parties specifically agree that these provisions equally apply to and extend to their respective proprietary software, other confidential, proprietary or trade secret information of the followingother that is identified in writing (including, but not limited to, electronically) as such at the time of its disclosure; all other confidential, proprietary or trade secret information of the other, which a reasonable person employed in the financial services industry would recognize as such or is recognized as such under applicable law, including Customer Information, as defined in herein, under law; and compilations, notes or summaries that contain or reflect Confidential Information. The Parties also each specifically acknowledge and agree that the term Confidential Information shall not include: (ia) information that was already within the provisions public domain at the time the information was acquired by a Party, or (b) information that subsequently becomes public through no act or omission by a Party. The mutual obligation to protect and safeguard Confidential Information shall survive the termination of this Agreement. Lender and Xxxxxx shall not use the other Party’s name, brand, trademark, intellectual property or any other reference to that Party without the other Party’s express written consent. The obligations of Broker under this Article 15 are continuing and shall survive the termination 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 extent allowed by this Agreement 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 14law.

Confidentiality/Privacy. 17.1 The Both parties agree may acquire certain information that any non-public is confidential, proprietary or trade secret information obtained hereunder concerning of the other party is confidential or a third party ("Confidential Information") in the performance of Order Requests. Finastra acknowledges that Customer's Confidential Information includes Customer's customer information, including nonpublic personal information. Customer acknowledges that Finastra’s Confidential Information includes all source code, Software and may documentation, Services and any related system design, database design, algorithms, trade secrets, technology, pricing and licensing. Other Confidential Information of either party shall be clearly identified in writing as Confidential at the time of disclosure or promptly thereafter. The party receiving Confidential Information will: (a) use such information solely for performance under this Agreement; (b) not be disclosed disclose such information to any other person without the consent third party (excluding agents which are not potential competitors of the other partydisclosing party and, except as may be required on a need to know basis in connection with the provision case of services hereunder to the parties’ auditorsFinastra, consultants its affiliate companies); and (c) otherwise protect such information from any unauthorized use or agents or by applicable law or at the request of the Commission or other governmental agencydisclosure. The parties further agree receiving party shall see that a breach of this provision would irreparably damage the other party its employees, agents and accordingly agree that each of them is entitled, without bond or other security, affiliates having access to an injunction or injunctions to prevent breaches of Confidential Information are bound by confidentiality obligations consistent with this provision. Transfer Agent representsThe receiving party agrees to maintain all proprietary legends and notices on all tangible and electronic copies of Confidential Information, warrants the Software and agrees that it has adopted and implementeddocumentation, and shall particularly those legends and notices concerning ownership of trademarks and copyrights, and ownership and restricted usage of Software. Finastra will maintain and monitor policies and procedures that address to meet the data security objectives of the Xxxxx-Xxxxx-Xxxxxx Act, the Fair and Accurate Credit Transactions Act, the Fair Credit Reporting Act, and related regulations by addressing 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: designed to (i) ensure the provisions security and confidentiality of this Agreement, including without limitation Article 17.2nonpublic personal information relating to Customer’s customers; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time protect against any anticipated threats or hazards to timethe security or integrity of such information; 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 such information that could result in substantial harm or inconvenience to Customer; and (iv) ensure proper disposal of the records information. Finastra will provide prompt notice to Customer if Finastra becomes aware of an unauthorized disclosure involving Customer's "sensitive customer or information member information," as those terms are defined by regulatory guidance issued by the applicable federal agency which regulates Customer. Notification may be delayed to the extent necessary to prevent interference with a criminal investigation related to the disclosure. Finastra will permit a review to assess whether appropriate key controls are in connection place and/or will provide reasonable documentation to verify that Finastra has complied with its disposalobligations under this paragraph, as if (a) required of Customer by state or federal regulators; (b) conducted by either Customer and/or its regulator(s) at Customer’s expense and during regular business hours; (c) limited to the scope of Finastra’s obligations with respect to the Services and pursuant to this paragraph; and (d) Customer provides reasonable advance notice. At Finastra’s option, in lieu of access Finastra may provide a SAS 70 or similar third-party audit report. Nevertheless, neither party will be obligated to keep confidential any information that is: (a) publicly available through no fault of the receiving party; (b) received by such party from a third party who is not under a confidentiality obligation regarding the information; (c) independently developed by the receiving party without referring to the Confidential Information; or (d) required by Regulation S-P applicable law to be disclosed by the receiving party, provided that the receiving party shall give prompt notice to the disclosing party (unless notice is not allowed by a regulating agency seeking such information) and all applicable lawsassist and support its efforts to maintain the confidentiality of the information, rulesincluding, regulations but not limited to, securing protective orders and governmental standards, or as directed by each Fundlimiting the information disclosed. Transfer Agent agrees to review Finastra may reflect the Customer's name and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of respective Services involved in a 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 14list.