Confidentiality; Use of Name. Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers). The parties agree that their respective officers and employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of: (i) information that is publicly available; and (ii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names “Xxxxxx Xxxxxxxxx,” “Xxxxxx Xxxxxxxxx Chief Investment Officers” (which is a registered trademark of Xxxxxx Xxxxxxxxx & Co., Inc. (“HCCI”)), “HC Capital” and derivatives of each, as well as any logo that is now or shall later become associated with either name (“Marks”) are valuable property of HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any Xxxx without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the Parametric Marks (as defined below), by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor. The provisions of this Secti...
Confidentiality; Use of Name. This Agreement is not binding on the Advisor unless the Subadvisor has signed and is subject to a confidentiality and non-use agreement ("Non-Use Agreement") not materially different than the one attached hereto as Exhibit 1. For a period of two (2) years from the date of termination of the Agreement, the Subadvisor shall not attempt to develop, market or sell any product, which uses or employs any Confidential Information, as that term is defined in the Non-Use Agreement. It is acknowledged and agreed that the names of the Advisor, the Subadvisor, and the Fund or its service providers, and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property. The parties agree neither will use the name of the other, or any Xxxx, without the prior written consent of the other party, except to the extent that such use is limited to the name, performance data, biographical data and other pertinent data by the Advisor for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Advisor without the prior written consent of Advisor or the Subadvisor, as the case may be, which consent shall not be unreasonably withheld. The provisions of this Section 11 shall survive termination of this Agreement.
Confidentiality; Use of Name. (a) Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers), and that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the “Confidential Information”). The parties agree that their respective officers and employees shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information and will not use or disclose information contained in, or derived from such Confidential Information for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of information: (i) that is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; (ii) rightfully received from another party prior to its receipt from the disclosing party; (iii) that is independently developed by the receiving party without reliance upon or use of any Confidential Information; and (iv) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall provide the disclosing party with written notice and request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such Confidential Information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential.
Confidentiality; Use of Name. (a) Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential.
Confidentiality; Use of Name. Subject to the duties of the Advisor, the Trust and the Subadvisor to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadvisor, the Advisor and the Funds in respect thereof; except to the extent:
Confidentiality; Use of Name. During the term of this Agreement and for an additional period of 2 (two) years after the termination of this Agreement, the parties shall keep confidential, and not reveal to any third-party, any proprietary or confidential business information concerning the plans or programs of the other party or any confidential information relating to their activities under this Agreement, unless otherwise required by law and regulation a competent court of law or regulatory authority. Each party may disclose confidential information concerning the other party to its Affiliates, and its and its Affiliates’ officers, directors, employees, counsel and other representatives on a need to know basis.
Confidentiality; Use of Name. (a) In connection with the negotiation and administration of this Guarantee Agreement, the Guarantor has furnished and will from time to time furnish to the Offshore Collateral Agent and the Secured Parties (each, a "Recipient") written information that is identified to the Recipient in writing when delivered as confidential (such information, other than any such information that (i) was publicly available, or otherwise known to the Recipient, at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient, or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Guarantor, being hereinafter referred to as "Confidential Information"). The Recipient shall maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient's ability to freely exchange such Confidential Information with current or prospective participants in or assignees of the Recipient's position herein, but the Recipient's ability to so exchange Confidential Information shall be conditioned upon any such prospective participant's or assignee's entering into an understanding as to confidentiality similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required or requested (i) by a regulatory agency or otherwise, including in compliance with disclosure requirements set forth by any applicable securities' agency or commission, or an examination of the Recipient's records by appropriate authorities, (ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation, (iii) otherwise as required by law, or (iv) in order to protect its interests or its rights or remedies hereunder or under the other Financing Documents, in the event of any required disclosure under clause (ii) or (iii), above, the Recipient agrees to use reasonable efforts to inform the Guarantor that provided such Confidential Information as promptly as practicable.
Confidentiality; Use of Name. Consultant shall not divulge or disclose to third parties, without the written consent of the Company, any material information obtained on or after the date of this Agreement from or through the Company in connection with Consultant’s performance of his obligations as a director or under this Agreement which can reasonably be determined to be proprietary or confidential, unless (a) such information is known by Consultant prior to obtaining it from the Company, (b) such information is already available in the public domain or (c) the information is obtained by Consultant from a third party who, to the knowledge of Consultant, did not receive it directly or indirectly from the Company (“Confidential Information”). Consultant acknowledges that he may have access to confidential, proprietary and sensitive information and materials regarding the Company and agrees to maintain the confidentiality of all such information and materials and to use any such materials solely for the purpose of his performance of his obligations under this Agreement. The foregoing notwithstanding, Consultant may disclose Confidential Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided he has given the Company prior written notice of such required disclosure and, to the extent reasonably possible, has given the Company an opportunity to contest such required disclosure at the Company’s expense. At no time during or after the Term shall Consultant, directly or indirectly, disparage the commercial, business, professional or financial, as the case may be, reputation of the company or its officers, directors or employees. The Consultant further acknowledges that the Company is a public company and that the Consultant will not purchase or sell any of the Company’s securities while in possession of any material non-public information acquired as a result of the Services performed pursuant to this Agreement without the prior consent of the Company’s General Counsel. Notwithstanding anything in this Agreement to the contrary, the Consultant may not use the Company’s name in his marketing and promotional materials without the Company’s written consent.
Confidentiality; Use of Name. (a) Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust’s agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager’s responsibilities hereunder, provided, however, that this shall not apply in the case of (i) information that is publicly available; (ii) information that Portfolio Manager obtains from other sources without knowing of any obligation of confidentiality that such sources have to the Trust, and (iii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager, in which case Portfolio Manager shall request such confidential treatment of such information as may be reasonably available. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential.
Confidentiality; Use of Name. (a) Specialist Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Specialist Manager agrees that Specialist Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Specialist Manager's responsibilities hereunder. In addition, Specialist Manager shall use its best efforts to ensure that any agent or affiliate of Specialist Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential.
