Common use of Confidentiality Clause in Contracts

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 29 contracts

Samples: Distribution Agreement (New Alternatives Fund Inc), Distribution Agreement (Salient MF Trust), Distribution Agreement (Plan Investment Fund Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) it is requested to do so by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 25 contracts

Samples: Distribution Agreement (PNC Long-Short Fund LLC), Distribution Agreement (PNC Alternative Strategies TEDI Fund LLC), Distribution Agreement (PNC Alternative Strategies TEDI Fund LLC)

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 20 contracts

Samples: Agreement (MSS Series Trust), Agreement (Tea Leaf Management Investment Trust), Agreement (Neiman Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to matters such matters as either party’s business, trade secrets, systems, procedures , manuals, products, contracts , personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 9 contracts

Samples: Distribution Services Agreement (EntrepreneurShares Series Trust), Distribution Services Agreement (Mirae Asset Discovery Funds), Distribution Services Agreement (PRISM Multi Strategy Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and reasonably cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 9 contracts

Samples: Distribution Services Agreement (Performance Funds Trust), Distribution Services Agreement (Coventry Group), Distribution Services Agreement (Coventry Group)

Confidentiality. During The General Partner, the term Selling Agent and the Selected Dealers (as one party for purposes of this Agreement Section 14) and the Escrow Agent, on behalf of itself and its managers, officers, directors, employees or agents, agree to treat confidentially all records and other information relative to the other party received by it in connection with this Agreement (“Confidential Information”), and that it shall not use or disclose any such Confidential Information; provided, however, that each party may disclose the Confidential Information of the other (i) as required by law, (ii) as requested by a court, government agency or regulatory body, if the Escrow Agent provides the General Partner, the Distributor Selling Agent and the Client may have access Selected Dealers with notice of such request and a reasonable time to seek the rescission of the request by a court, governmental agency or regulatory body, (iii) on a confidential information relating basis to such matters as either the party’s business advisers, trade secrets provided that such parties are informed about their obligations to keep such information confidential, systems, procedures, manuals, products, contracts, personnel, and clients or (iv) upon prior written approval of the other party. As used in this Agreement, The term “Confidential Information” means shall exclude information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: that (i) information that was is known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed party prior to the Receiving Party by a third person who has a right to make time of receiving such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section information; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) becomes available to such party on a non-confidential basis from a source other than a party hereto or any of their affiliates, provided that such source is not known by such party to be prohibited from transmitting the disclosing information by a confidentiality obligation to such party shall give the other party reasonable prior notice or any of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. their affiliates,

Appears in 9 contracts

Samples: Subscription Escrow Agreement (Managed Futures Premier BHM L.P.), Subscription Escrow Agreement (Managed Futures Premier Warrington L.P.), Subscription Escrow Agreement (Potomac Futures Fund Lp)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to matters such matters as either party’s business, trade secrets, systems, procedures , manuals, products, contracts , personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 8 contracts

Samples: Distribution Services Agreement (GuideStone Funds), Distribution Services Agreement (Praxis Mutual Funds), Distribution Services Agreement (Nomura Partners Funds, Inc.)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party ’s 's information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 8 contracts

Samples: Distribution Agreement (Altx Trust), Distribution Agreement (Outlook Funds Trust), Amended and Restated Distribution Agreement (Altmfx Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 8 contracts

Samples: Distribution Agreement (Americafirst Quantitative Funds), Distribution Agreement (Allstate Financial Investment Trust), Distribution Agreement (Allstate Financial Investment Trust)

Confidentiality. During The Manager shall hold in strict confidence any Confidential Information it receives from Kimbell Operating and may not disclose any Confidential Information to any Person, and Kimbell Operating shall hold in strict confidence any Confidential Information it receives from the term of this Agreement Manager and may not disclose any Confidential Information to any Person, the Distributor and the Client may have access except in each case for disclosures (a) to confidential information relating comply with applicable Laws, (b) to such matters as either party Party’s business Affiliates, trade secrets officers, systems directors, procedures employees, manuals agents, products advisers or representatives, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means but only if the recipients of such information belonging have agreed to be bound by the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: Article XI, ( i c) of information that was such Party has received from a source independent of the other Party and that such Party reasonably believes such source obtained without breach of any obligation of confidentiality, (d) to such Party’s existing and prospective lenders, existing and prospective investors, attorneys, accountants, consultants and other representatives with a need to know such information (including a need to know for such Party’s own purposes), provided, however, that such Party shall be responsible for such person’s use and disclosure of any such information, or (e) of information that is already known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without public through no violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree any other confidentiality agreement of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Party.

Appears in 8 contracts

Samples: Management Services Agreement (Kimbell Royalty Partners, LP), Management Services Agreement (Kimbell Royalty Partners, LP), Management Services Agreement (Kimbell Royalty Partners, LP)

Confidentiality. During For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including service directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term “Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non-confidential bases by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Confidential Proprietary Information with at least of the same degree of care it uses with respect other Party confidential and shall limit access to such Proprietary Information to its own Confidential Information employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and will not that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the other party’s Confidential Information other than laws and regulations of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in connection with its obligations hereunder name and on its behalf by its duly authorized representative. Notwithstanding the foregoing TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By: /s/ John Mallett Name: John Mallett Title: Vice President Date: 2-24-14 VARIABLE INSURANCE PRODUCTS FUND, a party may disclose the other’s Confidential Information if (i) required by law VARIABLE INSURANCE PRODUCTS FUND II VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. VARIABLE INSURANCE PRODUCTS FUND V By: /s/ Joseph Zambello Name: Joseph Zambello Title: Deputy Treasurer Date: 3/26/14 FIDELITY DISTRIBUTORS CORPORATION By: /s/ Robert Bachman

Appears in 7 contracts

Samples: Participation Agreement (Separate Account Va Bny), Participation Agreement (Separate Account Va Bny), Participation Agreement (Separate Account Va Bny)

Confidentiality. During the term of this Agreement, the Distributor Foreside and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Foreside or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the disclosing party (“Disclosing Party ”); (ii) information that is disclosed to the receiving party (“Receiving Party Party”) by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency applicable governmental agency or self-regulatory organization; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party Party; provided that in the event of (i) or (ii) the disclosing party Disclosing Party shall give the other party Party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party Party (at such other party Party’s expense) in any efforts to prevent such disclosure.

Appears in 6 contracts

Samples: Marketing Services Agreement (GraniteShares Gold Trust), Marketing Services Agreement (GraniteShares Platinum Trust), Marketing Services Agreement (GraniteShares Platinum Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency agency with jurisdiction over the Distributor or Client; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 6 contracts

Samples: Distribution Agreement (Advisers Investment Trust), Distribution Agreement (Advisers Investment Trust), Distribution Agreement (Advisers Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

Appears in 6 contracts

Samples: Distribution Agreement (HSBC Funds), Agreement and Declaration of Trust (Legacy Funds Group), Agreement and Declaration of Trust (Legacy Funds Group)

Confidentiality. During The Administrator and the term Sub-Administrator agree that all information provided pursuant to this Agreement by each party to the other party is confidential and proprietary information of the disclosing party. No party shall use any information provided by the other party for any purpose other than as permitted or required for performance under this Agreement, or as otherwise agreed to between the Distributor and parties. Each party agrees not to disclose or provide any information provided by the Client may have access other party to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either any third party, including without the express written consent of the other party, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions with the exception of this Agreement. Confidential Information does not include: (i) information that was known any affiliate or subsidiary with employees required to retain the receiving Party before receipt thereof from or on behalf confidentiality of the Disclosing Party information; (ii) information employees who have a need to know in the course of performing Services pursuant to this Agreement, provided that is disclosed such employees are required to retain the Receiving Party by a third person who has a right to make such disclosure without any obligation confidentiality of confidentiality to the Party seeking to enforce its rights under this Section information; (iii) information subcontractors as necessary for the Sub-Administrator to deliver Services to the Administrator under this Agreement, provided that is or becomes generally known in employees of such subcontractors are required to retain the trade without violation confidentiality of this Agreement by the Receiving Party information; or and (iv) each party agrees to take all reasonable measures, including, but not limited to measures taken by each party to safeguard its own confidential information to prevent disclosure by employees, agents, or contractors. Nothing provided herein shall prevent any party from disclosing information to the extent the information (i) is or hereafter becomes part of the public domain through no fault of that party; (ii) is rightfully received from a third party without similar restriction of the third party's rights; (iii) is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency it; ( ii iv) it is advised by counsel that it may incur liability for failure disclosed pursuant to make such disclosure requirements of law; (iii) requested to by the other party; provided that in the event of (i) or ( ii v) the disclosing party shall give the other party reasonable is already known to it prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 6 contracts

Samples: Administration Agreement (SLC Student Loan Trust 2005-3), Administration Agreement (SLC Student Loan Trust 2006-2), Administration Agreement (SLC Student Loan Trust 2006-1)

Confidentiality. During The General Partner, the term Selling Agent and the Selected Dealers (as one party for purposes of this Agreement, the Distributor Section 14) and the Client may have access Escrow Agent, on behalf of itself and its managers, officers, directors, employees or agents, agree to confidential treat confidentially all records and other information relating relative to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel the other party received by it in connection with this Agreement ("Confidential Information"), and clients. As used in this Agreement, “ that it shall not use or disclose any such Confidential Information ” means information belonging to ; provided, however, that each party may disclose the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: of the other (i) as required by law, (ii) as requested by a court, government agency or regulatory body, if the Escrow Agent provides the General Partner, the Selling Agent and the Selected Dealers with notice of such request and a reasonable time to seek the rescission of the request by a court, governmental agency or regulatory body, (iii) on a confidential basis to the party's advisers, provided that such parties are informed about their obligations to keep such information confidential, or (iv) upon prior written approval of the other party. The term "Confidential Information" shall exclude information that was (i) is known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed party prior to the Receiving Party by a third person who has a right to make time of receiving such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section information; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) becomes available to such party on a non-confidential basis from a source other than a party hereto or any of their affiliates, provided that such source is not known by such party to be prohibited from transmitting the disclosing information by a confidentiality obligation to such party shall give the other party reasonable prior notice or any of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure their affiliates.

Appears in 6 contracts

Samples: Subscription Escrow Agreement (Morgan Stanley Spectrum Technical Lp), Subscription Escrow Agreement (Morgan Stanley Spectrum Currency Lp), Subscription Escrow Agreement (Morgan Stanley Spectrum Select Lp)

Confidentiality. During the term The parties agree (a) to maintain all information, whether in written, oral, electronic or other form, necessary for or utilized or received pursuant to any terms of this Agreement, as the Distributor and the Client case may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party be, including, without limitation, financial information prices, business practices and policies cost components, payment terms, technical knowledge, features, know-how, trade secrets material, market or sales manufacturing, Release Requests, Production Requests, tooling and equipment specifications and other information or plans, customer lists, business plans, and all provisions necessary to carry out the terms of this Agreement . , as the case may be (the “Confidential Information”), as secret and confidential and (b) not to disclose the Confidential Information does not include: to any third person or party ( i) information that was known except for employees, counsel, contractors, customers, consultants or vendors who have a need to the receiving Party before receipt thereof from or on behalf know and are informed of the Disclosing Party; (ii) confidential nature of such information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information disclosing party). Each party will protect the other’s shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information with at least disclosed to such third person by such party. The parties will use the same degree measures to maintain the confidentiality of care the Confidential Information of any other party in its possession or control that it uses with respect to maintain the confidentiality of its own Confidential Information, Information of similar type and will not use the other party’s Confidential Information other than in connection with its obligations hereunder importance. Notwithstanding the foregoing, a either party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing receiving party shall give the other lawfully receives from a third party reasonable prior notice of such without restriction on disclosure and, to the extent reasonably practicable and cooperate with the other party (at such other receiving party’s expense) in any efforts to prevent such disclosure knowledge, without breach of a nondisclosure obligation.

Appears in 6 contracts

Samples: Faba Pet Bottle Supply Agreement (Constar Inc), Faba Pet Bottle Supply Agreement (Constar International Inc), Lease (Constar Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

Appears in 5 contracts

Samples: Agreement and Declaration of Trust (Coventry Group), Agreement and Declaration of Trust (Coventry Group), Agreement and Declaration of Trust (Coventry Group)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and unless otherwise prohibited by law and will cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . The parties agree that the procedures and restrictions set forth herein shall not apply to disclosures of Confidential Information to Distributor’s applicable regulatory authorities in connection with routine regulatory examinations or requests for information with respect to which Distributor shall be permitted to disclose such Confidential Information necessary to respond to such examinations or requests. The Distributor will advise such regulatory authorities of the confidential nature of such information.

Appears in 5 contracts

Samples: Form of Distribution Agreement (JOHCM Funds Trust), Distribution Agreement (Advisers Investment Trust), Distribution Agreement (Datum One Series Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 5 contracts

Samples: Distribution Agreement (Destra International & Event-Driven Credit Fund), Distribution Agreement (Versus Capital Real Assets Fund LLC), Distribution Agreement (FNEX Ventures)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Funds which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 5 contracts

Samples: Distribution Agreement (Relative Value Fund), Distribution Agreement (AlphaCentric Prime Meridian Income Fund), Distribution Agreement (Relative Value Fund)

Confidentiality. During The Administrator and the term Sub-Administrator agree that all information provided pursuant to this Agreement by each party to the other party is confidential and proprietary information of the disclosing party. No party shall use any information provided by the other party for any purpose other than as permitted or required for performance under this Agreement, or as otherwise agreed to between the Distributor and parties. Each party agrees not to disclose or provide any information provided by the Client may have access other party to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either any third party, including without the express written consent of the other party, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions with the exception of this Agreement. Confidential Information does not include: (i) information that was known any affiliate or subsidiary with employees required to retain the receiving Party before receipt thereof from or on behalf confidentiality of the Disclosing Party information; (ii) information employees who have a need to know in the course of performing Services pursuant to this Agreement, provided that is disclosed such employees are required to retain the Receiving Party by a third person who has a right to make such disclosure without any obligation confidentiality of confidentiality to the Party seeking to enforce its rights under this Section information; (iii) information subcontractors as necessary for the Sub-Administrator to deliver Services to the Administrator under this Agreement, provided that is or becomes generally known in employees of such subcontractors are required to retain the trade without violation confidentiality of this Agreement by the Receiving Party information; or and (iv) each party agrees to take all reasonable measures, including, but not limited to measures taken by each party to safeguard its own confidential information to prevent disclosure by employees, agents, or contractors. Nothing provided herein shall prevent any party from disclosing information to the extent the information (i) is or hereafter becomes part of the public domain through no fault of that party; (ii) is rightfully received from a third party without similar restriction of the third party’s rights; (iii) is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency it; ( ii iv) it is advised by counsel that it may incur liability for failure disclosed pursuant to make such disclosure requirements of law; (iii) requested to by the other party; provided that in the event of (i) or ( ii v) the disclosing party shall give the other party reasonable is already known to it prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 5 contracts

Samples: SLC Private Student Loan Trust 2006-A, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2007-2

Confidentiality. During The Client and the Consultant each agree to provide reasonable security measures to keep information belonging to the other party confidential where release of the same would be determined to such party's business interests ("Confidential Information"). Each party agrees that Confidential Information shall be subject to this Agreement if provided to the other party and marked "Confidential" in a conspicuous manner. Consultant and Client shall each require their employees, agents, affiliates, sub-contractors, other licensees, and others who have access to Confidential Information through Consultant or Client, as the case may be, to enter into appropriate non-disclosure agreements, requiring the level and degree of confidentiality contemplated by this Agreement. Consultant and Client each agree that it will not, either during the term or this Agreement, or any time thereafter, disclose, use or make known for it's own or another's benefit, any confidential information acquired or used by it hereunder. The term "Confidential Information" excludes information that: (a) is made public by Consultant or Client in violation of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging (b) becomes generally available to the Distributor public, other than as a result of disclosure by Consultant or the Client which is or another party in violation of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or ( iv c) information that is independently developed by the Receiving Party Client or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information Consultant obtains from sources other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation Client or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure Consultant.

Appears in 5 contracts

Samples: Agreement (Provectus Pharmaceuticals Inc), Agreement (Provectus Pharmaceuticals Inc), Agreement (Provectus Pharmaceuticals Inc)

Confidentiality. During the term The parties agree (a) to maintain all information, whether in written, oral, electronic or other form, necessary for or utilized or received pursuant to any terms of this Agreement, as the Distributor and the Client case may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party be, including, without limitation, financial information prices, business practices and policies payment terms, technical knowledge, features, know-how, trade secrets material, market or sales manufacturing, Release Requests, Production Requests, tooling and equipment specifications and other information or plans, customer lists, business plans, and all provisions necessary to carry out the terms of this Agreement . , as the case may be (the “Confidential Information”), as secret and confidential and (b) not to disclose the Confidential Information does not include: to any third person or party ( i) information that was known except for employees, counsel, contractors, customers, consultants or vendors who have a need to the receiving Party before receipt thereof from or on behalf know and are informed of the Disclosing Party; (ii) confidential nature of such information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information disclosing party). Each party will protect the other’s shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information with at least disclosed to such third person by such party. The parties will use the same degree measures to maintain the confidentiality of care the Confidential Information of any other party in its possession or control that it uses with respect to maintain the confidentiality of its own Confidential Information, Information of similar type and will not use the other party’s Confidential Information other than in connection with its obligations hereunder importance. Notwithstanding the foregoing, a either party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing receiving party shall give the other lawfully receives from a third party reasonable prior notice of such without restriction on disclosure and, to the extent reasonably practicable and cooperate with the other party (at such other receiving party’s expense) in any efforts to prevent such disclosure knowledge, without breach of a nondisclosure obligation.

Appears in 5 contracts

Samples: Lease (Constar Inc), Lease (Constar International Inc), Lease (Constar International Inc)

Confidentiality. During All “Confidential Information” (as defined in this section) supplied by one party to the term another party in connection with the negotiation or carrying out of this Agreement shall remain the property of the party providing such information and shall be kept confidential by the receiving party or parties except: (a) as may be required by Applicable Law, (b) as authorized in writing by the party providing the information, or (c) in the event that such information is otherwise made public. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Confidential Information means (individually or collectively) proprietary information of the parties to this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business including but not limited to, their inventions, “know-how”, trade secrets, systems business affairs, procedures prospect lists, manuals product designs, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information product plans, business practices and policies strategies, know-how finances, trade secrets fee structures, market or sales information or plans etc. Without limiting the generality of the foregoing, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes: ( i a) information that was known to the receiving Party before receipt thereof from disclosing party designates in writing is confidential or on behalf of the Disclosing Party; proprietary, ( ii b) any non-public personal information or personally identifiable financial information about any Contract Owner or prospective Contract Owner, and (c) information that is disclosed a reasonable business-person would assume to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is be confidential or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder proprietary. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to does not include information provided by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure Company to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts Distributor pursuant to prevent such disclosure section 2.9 of this Agreement.

Appears in 4 contracts

Samples: Participation Agreement (Thrivent Variable Annuity Account I), Participation Agreement (MEMBERS Horizon Variable Separate Account), Participation Agreement (National Variable Annuity Account Ii)

Confidentiality. During the term of this Agreement, the Distributor Foreside and the Client Sponsor may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients Sponsors. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Foreside or the Client Sponsor which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Marketing Services Agreement (Teucrium Commodity Trust), Marketing Services Agreement (Teucrium Commodity Trust), Marketing Services Agreement (Teucrium Commodity Trust)

Confidentiality. During the term of this Agreement, each Fund and the Distributor and the Client (for purposes of this Section 13, a "Receiving Party") may have access to or be provided by the other party (for purposes of this Section 13, a "Disclosing Party") confidential information information, whether tangible or intangible, which is of value to the Disclosing Party and the disclosure of which could result in a competitive or other disadvantage to the Disclosing Party or the Receiving Party, and relating to such matters as either party’s business as, without limitation, the Disclosing Party's financial information, business practices and policies, business plans, know-how, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets , market or sales information or plans, customer lists, business plans, lists and all provisions of this Agreement Agreement ("Confidential Information"). Confidential Information does not include: (i) information that was known to the receiving Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party ’s 's information . .Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if if: (i) required by applicable law, regulation or legal process or if requested by any Agency government or similar agency in connection therewith; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Gottex Multi-Alternatives Fund - I), Distribution Agreement (Gottex Multi-Alternatives Fund - II), Distribution Agreement (Gottex Multi-Asset Endowment Fund - I)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to matters such matters as either party’s business, trade secrets, systems, procedures , manuals, products, contracts , personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent if required by law and shall reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Services Agreement (Tidal ETF Trust), Distribution Services Agreement (Bluestone Community Development Fund), Distribution Services Agreement (AlphaCentric Prime Meridian Income Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, and business plans , and all provisions of this Agreement . Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 4 contracts

Samples: Distribution Agreement (Fairholme Funds Inc), Distribution Agreement (Fairholme Funds Inc), Distribution Agreement (Fairholme Funds Inc)

Confidentiality. During Each party agrees to keep all information related to the term other party confidential, as provided in the Non-Disclosure Agreement dated April 29, 1998. The parties further agree that the business strategy, marketing plans and product specifications of either party disclosed in connection with this transaction, as well as the terms of this Agreement, the Distributor are confidential and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As shall not be used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; other party or (iv) disclosed by such other party to third parties unless such information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law to effect the transactions contemplated herein, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event public domain or already in the possession of (i) or (ii) a party prior to the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with it by the other party ( at such other party’s expense including information received lawfully from third parties without an obligation of confidentiality); or (iii) in any efforts required by law or regulation to prevent such disclosure be disclosed.

Appears in 4 contracts

Samples: Agreement (Mortgage Com Inc), Agreement (Mortgage Com Inc), Agreement (Mortgage Com Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to Each party shall keep confidential any information relating to such matters as either the other party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel 's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and clients. As used in this Agreement, “Confidential Information” means information belonging not generally known to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party public, including, without limitation but not limited to, financial information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC Trust, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, business practices design, process, procedure, formula, or improvement that is commercially valuable and policies secret in the sense that its confidentiality affords the Fund or PFPC Trust a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, market whether or sales not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained (other than as a result of disclosure by the other party under similar confidentiality obligations); (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; or (g) has been or is independently developed or obtained by the receiving party. If any party to this Agreement or any of such party's affiliates or their respective employees, officers, agents, or representatives (hereinafter, "Qualified Persons") is requested or required (by oral question, interrogatories, requests for information or plans documents, customer lists subpoena, business plans civil investigative demand, and all or similar process) to disclose any Confidential Information, such party, on its own behalf or on behalf of such party's Qualified Person, will promptly notify such other party of such request or requirement so that such other party may seek an appropriate protective order or waive compliance with provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party or such party's Qualified Person subject to the disclosure request or requirement is, in the written opinion of such party's counsel addressed to such other party (the reasonable costs of which shall be paid by such other party), compelled to disclose the Confidential Information does or else stand liable for contempt or suffer other censure or significant penalty, such party or such party's Qualified Person subject to the disclosure request or requirement may disclose only such of the Confidential Information to the party compelling disclosure as is required by law. Any party that discloses Confidential Information pursuant to the foregoing sentence shall not include: be liable for the disclosure of such Confidential Information to the other party unless such disclosure was caused by such party's or such party's Qualified Person's action or inaction that (i) information that was known constitutes willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties hereunder subject to the receiving Party before receipt thereof from disclosure request or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) requirement or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure is not otherwise permitted by this Agreement.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Topiary Master Fund for Benefit Plan Investors (BPI) LLC), Limited Liability Company Operating Agreement (Db Hedge Strategies Fund LLC), Limited Liability Company Operating Agreement (Topiary Master Fund for Benefit Plan Investors (BPI) LLC)

Confidentiality. During From time to time during the term of this Agreement, either Party (as the Distributor and ”Disclosing Party”) may disclose or make available to the Client may have access to other Party (as the ”Receiving Party”) information which is considered proprietary or confidential information relating to such matters as either party’s business by that Party, including without limitation: technology, business practices, trade secrets, systems processes, policies, procedures, manuals techniques, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial technical information, business practices formulae, plant strains, financial/financing contacts, investors, contractors, specifications, information data, the identity and policies special needs of customers or potential customers, databases, data, systems, methods of operation, client or customer lists, solicitation leads, marketing or advertising materials, techniques, know-how, processes, cost data, marketing data, business data, technical data and other technical know-how, Intellectual Property, trade secrets, market third-party confidential information and other sensitive or sales information proprietary information, whether orally or plans in written, customer lists electronic or other form or media, business plans whether disclosed to the other Party or obtained by such Party through observation or examination of the other Party’s facilities or procedures or materials, and all provisions of this Agreement whether or not marked, designated or otherwise identified as “confidential” (collectively, ”Confidential Information”). Confidential Information does shall not include include information that, at the time of disclosure and as established by documentary evidence: (i) information is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives prior to the receiving Party before receipt thereof from being disclosed by or on behalf of the Disclosing Party; ( ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or ( iv) information that was or is independently developed by the Receiving Party or its employees or affiliates without reference to or use, in whole or in part, of any of the Disclosing Party ’s information 's Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or Governmental Authority of competent jurisdiction. Each party will The Receiving Party shall: (A) protect and safeguard the other’s confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care it uses with respect to as the Receiving Party would protect its own Confidential Information, and will but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other party’s than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information other than in connection with to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations hereunder under the Agreement. Notwithstanding The Receiving Party shall be responsible for any breach of this Section 9 caused by any of its Representatives. On the foregoing expiration or termination of the Agreement, a party may disclose the other’s Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information if (i) required by has been destroyed. Neither Party will use any Residual Information for any purpose whatsoever, including without limitation, the development of its own products or business. The Parties’ obligations under this Section 9 shall continue indefinitely and shall survive the termination of this Agreement. In addition to all other remedies available at law, regulation or legal process or if requested by any Agency; the Disclosing Party may seek equitable relief ( ii including injunctive relief) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by against the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable Receiving Party and cooperate with the other party (at such other party’s expense) in any efforts its Representatives to prevent such disclosure the breach or threatened breach of this Section 9 and to secure its enforcement.

Appears in 4 contracts

Samples: License Agreement (AquaMed Technologies, Inc.), License Agreement (AquaMed Technologies, Inc.), License Agreement (AquaMed Technologies, Inc.)

Confidentiality. During Section 10.8 of the term Participation Agreement is replaced with the following: All "Confidential Information" (as defined in this section) supplied by one party to another party in connection with the negotiation or carrying out of this Agreement shall remain the property of the party providing such information and shall be kept confidential by the receiving party or parties except: (a) as may be required by law, (b) as authorized in writing by the party providing the information, or (c) in the event that such information is otherwise made public. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Confidential Information means (individually or collectively) proprietary information of the parties to this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business including but not limited to, their inventions, "know-how", trade secrets, systems business affairs, procedures prospect lists, manuals product designs, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information product plans, business practices and policies strategies, know-how finances, trade secrets fee structures, market or sales information or plans etc. Without limiting the generality of the foregoing, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes: ( i a) information that was known to the receiving Party before receipt thereof from disclosing party designates in writing is confidential or on behalf of the Disclosing Party; proprietary, ( ii b) any non-public personal information or personally identifiable financial information about any Contract Owner or prospective Contract Owner, and (c) information that is disclosed a reasonable business-person would assume to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is be confidential or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure proprietary.

Appears in 4 contracts

Samples: Amendment to Participation Agreement (Principal Life Insurance Co Separate Account B), Amendment to Participation Agreement (Principal Life Insurance Co Separate Account B), Participation Agreement (Metropolitan Life Separate Account UL)

Confidentiality. During Smarte and Licensor each agree that the term Proprietary Information of this Agreement the other party is the confidential property of the other party and its licensors. Except as expressly allowed herein, each party will hold in confidence and not use or disclose any Proprietary Information of the other party and shall similarly bind its employees in writing. Each party acknowledges and agrees that due to the unique nature of the Proprietary Information of the other party, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the receiving party or third parties to unfairly compete with the delivering party resulting in irreparable harm to the delivering party, and therefore, that upon any such breach or any threat thereof, the Distributor and delivering party shall be entitled to appropriate equitable relief (without the Client may posting of any bond) in addition to whatever remedies it might have access to confidential information at law. "Proprietary Information" means any information, technical data, or know-how relating to such matters as either a party’s business, trade secrets, systems, procedures, manuals research, products, contracts software, personnel services, development, custom software services, inventions, processes, engineering, sales, marketing, techniques, pricing, internal procedures, business, and clients marketing plans and business opportunities. As used in this Agreement Notwithstanding the foregoing, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Proprietary Information does not include include information, technical data or know-how that: (i) information that was known to the receiving Party before receipt thereof from or on behalf party can prove through written documentation was in its possession at the time of the Disclosing Party disclosure; (ii) information that becomes part of the public knowledge not as a result of any action or inaction of the receiving party; (iii) is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without party not in violation of any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party confidentiality; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates receiving party without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential any Proprietary Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure which can be proven through written documentation.

Appears in 4 contracts

Samples: Note (Vincera, Inc.), Software License Agreement (Vincera, Inc.), Software License Agreement (Vincera, Inc.)

Confidentiality. 7a. During the term Term of this Agreement Agreement and thereafter, each party will use and reproduce the Distributor other party’s Confidential Information (as defined below in Sections 7b. and 7c.) only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the Client may have access to confidential information relating disclosing party has sought all available safeguards against widespread dissemination prior to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients disclosure. As used in this Agreement, 7b. “Confidential Information” means information belonging to refers to: (i) the Distributor or terms and conditions of this Agreement; (ii) the Client which is of value to such party source code and assets for the disclosure of which could result in a competitive or other disadvantage to either PopCap Titles, (iii) each party , including, without limitation, financial information, business practices and policies, know-how, ’s trade secrets , market or sales information or plans, customer lists , business plans, strategies, methods and/or practices; and all provisions of this Agreement (iv) any other information relating to either party or its business that is not generally known to the public, including but not limited to information about either party’s personnel, products, customers, marketing strategies, services or future business plans. 7c. Notwithstanding the foregoing, Confidential Information does not include: specifically excludes (i) information that was known which is in the public domain or subsequently becomes available to the receiving Party before receipt thereof from or on behalf public other than as a result of the Disclosing Party a breach of this Agreement; (ii) information that is disclosed known to either party without restriction, prior to receipt from the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights other party under this Section Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) information that is or becomes generally either party receives from any third party reasonably known in the trade without violation of this Agreement by the Receiving Party such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or and (iv) information that is independently developed by the Receiving Party or its either party’s employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure agents.

Appears in 3 contracts

Samples: Distribution Agreement (Glu Mobile Inc), Distribution Agreement (Glu Mobile Inc), Publishing and Distribution Agreement (Glu Mobile Inc)

Confidentiality. During All "Confidential Information" (as defined in this section) supplied by one party to the term another party in connection with the negotiation or carrying out of this Agreement shall remain the property of the party providing such information and shall be kept confidential by the receiving party or parties except: (a) as may be required by Applicable Law, (b) as authorized in writing by the party providing the information, or (c) in the event that such information is otherwise made public. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Confidential Information means (individually or collectively) proprietary information of the parties to this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business including but not limited to, their inventions, "know-how", trade secrets, systems business affairs, procedures prospect lists, manuals product designs, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information product plans, business practices and policies strategies, know-how finances, trade secrets fee structures, market or sales information or plans, customer lists, business plans, and all provisions etc. Without limiting the generality of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. includes:

Appears in 3 contracts

Samples: Aul American Individual Variable Annuity Unit Trust, Aul American Individual Variable Annuity Unit Trust, Aul American Individual Variable Life Unit Trust

Confidentiality. During All "Confidential Information" (as defined in this section) supplied by one party to the term another party in connection with the negotiation or carrying out of this Agreement shall remain the property of the party providing such information and shall be kept confidential by the receiving party or parties except: (a) as may be required by Applicable Law, (b) as authorized in writing by the party providing the information, or (c) in the event that such information is otherwise made public. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Confidential Information means (individually or collectively) proprietary information of the parties to this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business including but not limited to, their inventions, "know-how", trade secrets, systems business affairs, procedures prospect lists, manuals product designs, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information product plans, business practices and policies strategies, know-how finances, trade secrets fee structures, market or sales information or plans etc. Without limiting the generality of the foregoing, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes: ( i a) information that was known to the receiving Party before receipt thereof from disclosing party designates in writing is confidential or on behalf of the Disclosing Party; proprietary, ( ii b) any non-public personal information or personally identifiable financial information about any Contract Owner or prospective Contract Owner, and (c) information that is disclosed a reasonable business-person would assume to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is be confidential or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder proprietary. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to does not include information provided by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure Company to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts Distributor pursuant to prevent such disclosure section 2.9 of this Agreement.

Appears in 3 contracts

Samples: Forethought Life Insurance Co Separate Account A, Forethought Life Insurance Co Separate Account A, Forethought Life Insurance Co Separate Account A

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Clark Fork Trust), Distribution Agreement (Avondale Funds), Distribution Agreement (Clark Fork Trust)

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was known to is widely disseminated in the receiving Party before receipt thereof from or on behalf public domain without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who party that the receiving party has a right to make such disclosure without any reasonably confirmed is not under an obligation of confidentiality with respect to the Party seeking to enforce its rights under this Section; Confidential Information at issue, or (iii) the receiving party can document that the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates such receiving party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, but with not less than a reasonable degree of care, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency with requisite authority; (ii) it is advised by counsel in writing that it may incur liability for failure to make such disclosure disclosure and such writing is shared with the other party; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Agreement (Ranger Funds Investment Trust), Agreement (Ranger Funds Investment Trust), Agreement (Ranger Funds Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and reasonably cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a Party of any Confidential Information of the Other Party, the Disclosing Party shall promptly (i) notify the Other Party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the Other Party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 3 contracts

Samples: Distribution Services Agreement (Coventry Group), Distribution Services Agreement (Coventry Group), Distribution Services Agreement (Coventry Group)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

Appears in 3 contracts

Samples: Agreement and Declaration of Trust (Coventry Group), Agreement and Declaration of Trust (Coventry Group), Agreement and Declaration of Trust (Coventry Group)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Services Agreement (Performance Funds Trust), Distribution Services Agreement (Performance Funds Trust), Distribution Services Agreement (Pacific Capital Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section Section 14; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Eip Investment Trust), Distribution Agreement (RMB Investors Trust), Distribution Agreement (Burnham Investors Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Funds which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Conversus StepStone Private Markets), Distribution Agreement (Palmer Square Opportunistic Income Fund), Distribution Agreement (Pine Grove Alternative Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Pacific Capital Funds), Distribution Agreement (Pacific Capital Funds), Distribution Agreement (Pacific Capital Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

Appears in 3 contracts

Samples: Distribution Agreement (HSBC Advisor Funds Trust), Distribution Agreement (First Funds), Distribution Agreement (Performance Funds Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 3 contracts

Samples: Distribution Agreement (Commonwealth International Series Trust), Distribution Agreement (Commonwealth International Series Trust), Distribution Agreement (Greenwich Advisors Trust)

Confidentiality. During the term Each party acknowledges that in its performance of this Agreement its duties hereunder, the Distributor other party may communicate to it (or its designees) certain confidential and the Client may have access to confidential proprietary information relating to of such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices including the RSA Software (in the case of RSA) and policies, know-how, trade secrets technology, market or sales information or plans, customer lists, business plans techniques, and business, product, and marketing plans of each such party (collectively, the "Know-How"), all provisions of this Agreement which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include The receiving party agrees to hold the Know-How disclosed to it and, in the case of OEM the RSA Software, within its own organization and shall not, without the specific written consent of the disclosing party or as expressly authorized herein, utilize in any manner, publish, communicate, or disclose any part of the disclosing party's Know-How or the RSA Software (in the case of OEM) to third parties. This Section 6.1 shall impose no obligations on either party with respect to any Know-How which: (i) information that was known to is in the receiving Party before receipt thereof from or on behalf of public domain at the Disclosing Party time disclosed by the disclosing party; (ii) information that is disclosed to enters the Receiving Party public domain after disclosure other than by a third person who has breach of the receiving party's obligations hereunder or by a right to make such disclosure without any obligation breach of another party's confidentiality to the Party seeking to enforce its rights under this Section obligation; or (iii) information that is or becomes generally shown by documentary evidence to have been known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or receiving party prior to its employees or affiliates without reference to the Disclosing Party’s information receipt from he disclosing party. Each party will protect the other’s Confidential Information take such steps as are consistent with at least the same degree its protection of care it uses with respect to its own Confidential Information confidential and proprietary information (but will in no event exercise less than reasonable care) to insure that the provisions of this Section 6.1 are not violated by its End User Customers, and will not use the Distributors, employees, agents or any other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure person.

Appears in 3 contracts

Samples: Watchguard Technologies Inc, Watchguard Technologies Inc, Watchguard Technologies Inc

Confidentiality. During the term Each party agrees to maintain (a) all information, whether in written, oral, electronic or other form, necessary for or utilized or received by such party pursuant to any terms of this Agreement , the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party , including, without limitation, financial information, business practices and policies technical knowledge, know-how, trade secrets proprietary or confidential inventions, market discoveries, processes, formulae or sales information technology included in or plans developed under the Licensed Technology (the “Confidential Information”), customer lists, business plans, as secret and all provisions of this Agreement. confidential and (b) not to disclose the Confidential Information does not include: to any third person or party ( i) information that was known except for employees, counsel, contractors, customers, consultants or vendors who have a need to the receiving Party before receipt thereof from or on behalf know and are informed of the Disclosing Party; (ii) confidential nature of such information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information disclosing party). Each party will protect the other’s shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information with at least disclosed to such third person by such party. The parties will use the same degree measures to maintain the confidentiality of care the Confidential Information of any other party in its possession or control that it uses with respect to maintain the confidentiality of its own Confidential Information, Information of similar type and will not use the other party’s Confidential Information other than in connection with its obligations hereunder importance. Notwithstanding the foregoing, a any party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing receiving party shall give the other lawfully receives from a third party reasonable prior notice of such without restriction on disclosure and, to the extent reasonably practicable and cooperate with the other party (at such other receiving party’s expense) in any efforts to prevent such disclosure knowledge, without breach of a nondisclosure obligation.

Appears in 3 contracts

Samples: License Agreement (Constar Inc), License Agreement (Constar International Inc), License Agreement (Constar International Inc)

Confidentiality. During Each party agrees, and will cause the term members of its Group over which it has legal or effective direct or indirect control to, maintain (i) all information, whether in written, oral, electronic or other form, necessary for or utilized or received pursuant to any terms of this Agreement, as the Distributor and the Client case may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party be, including, without limitation, financial information, business practices and policies Information, know-how, trade secrets material, market or sales manufacturing, tooling and equipment specifications and other information or plans, customer lists, business plans, and all provisions necessary to carry out the terms of this Agreement . , as the case may be (the “Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; Information”), as secret and confidential and (ii) information that is disclosed not to disclose the Receiving Party by a Confidential Information to any third person or party (except for employees, counsel, contractors, customers, consultants or vendors who has have a right need to make know and are informed of the confidential nature of such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information disclosing party). Each party will protect the other’s shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information with at least disclosed to such third person by such party. Each party will, and will cause the members of its Group over which it has legal or effective direct or indirect control to, use the same degree measures to maintain the confidentiality of care the Confidential Information of any other party in its possession or control that it uses with respect to maintain the confidentiality of its own Confidential Information, Information of similar type and will not use the other party’s Confidential Information other than in connection with its obligations hereunder importance. Notwithstanding the foregoing, a either party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing receiving party shall give the other lawfully receives from a third party reasonable prior notice of such without restriction on disclosure and, to the extent reasonably practicable and cooperate with the other party (at such other receiving party’s expense) in any efforts to prevent such disclosure knowledge, without breach of a nondisclosure obligation.

Appears in 3 contracts

Samples: Corporate Agreement (Constar Inc), Corporate Agreement (Constar International Inc), Corporate Agreement (Constar Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to Each party shall keep confidential any information relating to such matters as either the other party ’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel 's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and clients. As used in this Agreement, “Confidential Information” means information belonging not generally known to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party public, including, without limitation but not limited to, financial information information about product plans, business practices and policies marketing strategies, know-how finances, trade secrets operations, market or sales information or plans customer relationships, customer profiles, customer lists , sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC Trust, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC Trust a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, 6 know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if: (a) it is already known to the receiving party at the time it is obtained; (b) it is or becomes publicly known or available through no wrongful act of the receiving party; (c) it is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (d) it is released by the protected party to a third party without restriction; (e) it is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (f) release of such information by PFPC Trust is necessary or desirable in connection with the provision of services under this Agreement; (g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; or (h) it has been or is independently developed or obtained by the receiving party. If any party to this Agreement or any of such party's affiliates or their respective employees, officers, agents, or representatives (hereinafter, "Qualified Persons") is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, such party, on its own behalf or on behalf of such party's Qualified Person, will promptly notify such other party of such request or requirement so that such other party may seek an appropriate protective order or waive compliance with provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party or such party's Qualified Person subject to the disclosure request or requirement is, in the written opinion of such party's counsel 7 addressed to such other party (the reasonable costs of which shall be paid by such other party), compelled to disclose the Confidential Information does or else stand liable for contempt or suffer other censure or significant penalty, such party or such party's Qualified Person subject to the disclosure request or requirement may disclose only such of the Confidential Information to the party compelling disclosure as is required by law. Any party that disclosed Confidential Information pursuant to the foregoing sentence shall not include: be liable for the disclosure of such Confidential Information to the other party unless such disclosures was caused by such party's or such party's Qualified Person's action or inaction that (i) information that was known constitutes willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties hereunder subject to the receiving Party before receipt thereof from disclosure request or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) requirement or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure is not otherwise permitted by this Agreement.

Appears in 3 contracts

Samples: Services Agreement (Asa Hedged Equity Fund LLC), Services Agreement (Asa Debt Arbitrage Fund LLC), Services Agreement (Asa Managed Futures Fund LLC)

Confidentiality. During Each party shall maintain as confidential all proprietary business information, trade secrets and all materials containing confidential business information provided to NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. such party by the term other party, including but not limited to customers, vendors, price lists, wholesale prices, programs, rebates, discounts, inventions, concepts, designs, structures, formulas, processes, financial information, employees, strategic plans, acquisition plans or other business affairs of this Agreement the disclosing party. Dealer acknowledges that Boston Whaler is an affiliate of Brunswick Corporation, the Distributor and the Client accordingly subsidiaries, affiliates and other divisions of Brunswick Corporation may be given access or have access to confidential business information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used received in connection with this Agreement, “Confidential Information” means and such disclosure does not constitute a breach of this paragraph. Each party, on behalf of its directors, officers, employees and agents to whom such information belonging to and materials are disclosed, agree that it shall keep such information and materials confidential both during and after the Distributor Term of this Agreement for a period of three (3) years provided that if any such information or material is a trade secret, then the obligations under this Section shall survive the termination of this Agreement for the longer of five (5) years or the Client length of time such information remains a trade secret. These obligations of confidentiality do not apply to any information which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: ( i 1) information that was known to the receiving Party before party prior to receipt thereof from or on behalf of the Disclosing Party disclosing party; ( ii 2) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party receiving party, provided that the burden of proof of such independent development shall be on the receiving party; (3) is or its employees becomes publicly known without the fault of the receiving party; (4) is or affiliates without reference becomes rightfully available to the Disclosing Party’s information. Each receiving party will protect without confidential restriction from a source not bound by a confidentiality obligation to the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other disclosing party ’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if ; ( i 5) is required by law, rule or regulation or legal process or if requested by any Agency to be disclosed; ( ii 6) it is advised by counsel that it may incur liability for failure required to make such disclosure be disclosed pursuant to court or government action; (iii) requested to by the other party; provided that in the event of (i) or (ii) provided, the disclosing party shall give the other party is given reasonable prior notice of such disclosure; or (6) is disclosed pursuant to written agreement of the parties. The terms of this paragraph are in addition to, and in no way a limitation of, the terms of any confidentiality or non-disclosure to the extent reasonably practicable and cooperate with the other party agreement ( at such other party’s expense) or any confidentiality provision in any efforts to prevent such disclosure other agreement) between or involving Boston Whaler (or its affiliates) and Dealer.

Appears in 3 contracts

Samples: Service Agreement (Marinemax Inc), Service Agreement (Marinemax Inc), Sales and Service Agreement (Marinemax Inc)

Confidentiality. During Each party shall maintain as confidential all proprietary business information, trade secrets and all materials containing confidential business information provided to such party by the term other party, including but not limited to customers, vendors, price lists, wholesale prices, programs, rebates, discounts, inventions, concepts, designs, structures, formulas, processes, financial information, employees, strategic plans, acquisition plans or other business affairs of this Agreement the disclosing party. Dealer acknowledges that Sea Ray is an affiliate of Brunswick Corporation, the Distributor and the Client accordingly subsidiaries, affiliates and other divisions of Brunswick Corporation may be given access or have access to confidential business information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used received in connection with this Agreement, “Confidential Information” means and such disclosure does not constitute a breach of this paragraph. Each party, on behalf of its directors, officers, employees and agents to whom such information belonging to and materials are disclosed, agree that it shall keep such information and materials confidential both during and after the Distributor Term of this Agreement for a period of three (3) years provided that if any such information or material is a trade secret, then the obligations under this Paragraph shall survive the termination of this Agreement for the longer of five (5) years or the Client length of time such information remains a trade secret. These obligations of confidentiality do not apply to any information which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: ( i 1) information that was known to the receiving Party before party prior to receipt thereof from or on behalf of the Disclosing Party disclosing party; ( ii 2) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party receiving party, provided that the burden of proof of such independent development shall be on the receiving party; (3) is or its employees becomes publicly known without the fault of the receiving party; (4) is or affiliates without reference becomes rightfully available to the Disclosing Party’s information. Each receiving party will protect without confidential restriction from a source not bound by a confidentiality obligation to the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other disclosing party ’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if ; ( i 5) is required by law, rule or regulation or legal process or if requested by any Agency to be disclosed; ( ii 6) it is advised by counsel that it may incur liability for failure required to make such disclosure be disclosed pursuant to court or government action; (iii) requested to by the other party; provided that in the event of (i) or (ii) provided, the disclosing party shall give the other party is given reasonable prior notice of such disclosure; or (6) is disclosed pursuant to written agreement of the parties. The terms of this paragraph are in addition to, and in no way a limitation of, the terms of any confidentiality or non-disclosure to the extent reasonably practicable and cooperate with the other party agreement ( at such other party’s expense) or any confidentiality provision in any efforts to prevent such disclosure other agreement) between or involving Sea Ray (or its affiliates) and Dealer.

Appears in 3 contracts

Samples: Service Agreement (Marinemax Inc), Service Agreement (Marinemax Inc), Service Agreement (Marinemax Inc)

Confidentiality. During the term of Each party to this Agreement, the Distributor Agreement recognizes and the Client acknowledges that they may have access to certain confidential and proprietary information relating of the other party. Neither party shall disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, and shall not use such matters as either information, directly or indirectly, without the other party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients prior written consent. As used in this Agreement, “ The term "Confidential Information ” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information " does not include include information which the receiving Party can demonstrate: (i) information that was Is now or hereafter becomes available in the public domain, to the publishing trade, or within the Internet industry without improper disclosure by the receiving Party; (ii) Is known to the receiving Party before at the time of receipt thereof from or on behalf of the Disclosing Party such information; ( ii iii) information that is disclosed Is furnished to the Receiving receiving Party by a third person who has party without a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party Agreement; or (iv) information that is Is the subject of written permission to disclose provided by the other Party; and (v) Is independently acquired or developed by the Receiving Party receiving Party, its employees, agents, affiliates or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure advisors.

Appears in 3 contracts

Samples: Exclusive Consulting Agreement (Cord Blood America, Inc.), Exclusive Consulting Agreement (Premiere Publishing Group, Inc.), Exclusive Consulting Agreement (Cord Blood America, Inc.)

Confidentiality. During For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, the Distributor and the Client may have access including, but not limited to confidential customer lists, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel customer accounts, and clients. As used other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement, “Confidential Information” means information belonging paragraph or otherwise shall be deemed to the Distributor prohibit or the Client which is of value to such party and the disclosure of which could result restrict either Party or their affiliates in a competitive any way from soliciting any product or other disadvantage to either party, including servie directed at, without limitation, financial information the general public, business practices and policies, know-how, trade secrets, market any segment thereof or sales information or plans, customer lists, business plans, and all provisions of this Agreement any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information does The term “Proprietary Information” shall not include: include (i) information that was known lawfully in the possession of a Party or its affiliates prior to its receipt from the receiving other Party before receipt thereof from or on behalf and without obligation of the Disclosing Party confidentiality; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure which, without any obligation fault of confidentiality to the Party seeking to enforce its rights under this Section other Party, is or becomes available in the public domain; (iii) information that is or becomes generally subsequently disclosed on a non-confidential bases by a third party not known in the trade without violation of this Agreement by the Receiving Party disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party or its employees or affiliates without reference to gains any ownership of the Disclosing other Party’s information Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party will protect shall hold the other’s Confidential Proprietary Information with at least of the same degree of care it uses with respect other Party confidential and shall limit access to such Proprietary Information to its own Confidential Information employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and will not that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the other party’s Confidential Information other than laws and regulations of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in connection with its obligations hereunder name and on its behalf by its duly authorized representative. Notwithstanding the foregoing WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO By: /s/ John Mallett Name: John Mallett Title: Vice President Date: 2-24-14 VARIABLE INSURANCE PRODUCTS FUND, a party may disclose the other’s Confidential Information if (i) required by law VARIABLE INSURANCE PRODUCTS FUND II VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. VARIABLE INSURANCE PRODUCTS FUND V By: /s/ Joseph Zambello Name: Joseph Zambello Title: Deputy Treasurer Date: 3/26/14 FIDELITY DISTRIBUTORS CORPORATION By: /s/ Robert Bachman

Appears in 3 contracts

Samples: Participation Agreement (WRL Series Annuity Account), Participation Agreement (WRL Series Annuity Account), Participation Agreement (WRL Series Annuity Account)

Confidentiality. During the term of In connection with this Agreement, each party and its affiliates may disclose (the Distributor "Disclosing Party") to the other party (the "Receiving Party"), and the Client Receiving Party may have access to otherwise obtain or learn, tangible and intangible confidential or proprietary information relating to such matters as either party’s business regarding the Disclosing Party, its affiliates, or their respective businesses, operations, customers, marketing or business plans, pricing, trade secrets, systems or finances (collectively, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “ "Confidential Information ” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement "). Confidential Information does not include The Receiving Party shall: (i) hold and protect the Disclosing Party's Confidential Information in the strictest confidence, using the same degree of care (but at least reasonable care) that it uses to protect its own confidential or proprietary information that was known to the receiving Party before receipt thereof from of a similar character; (ii) not directly or on behalf indirectly disclose any of the Disclosing Party 's Confidential Information to any third party; ( ii iii) disclose the Disclosing Party's Confidential Information only to the Receiving Party's own employees on a "need to know" basis; (iv) use the Disclosing Party's Confidential Information only during the Term of this Agreement and solely to perform the Receiving Party's obligations and rights hereunder, and for no other purpose, and (v) discontinue all use of, and return to the Disclosing Party (or in lieu of such return, destroy), all of the Disclosing Party's Confidential Information upon the earlier of (A) the Disclosing Party's request, or (B) any Agreement Termination. The Disclosing Party shall be and at all times remain the sole and exclusive owner of all of its Confidential Information and all Intellectual Property Rights therein, and the Receiving Party shall not have or acquire any right, title, or interest in or to any of the Disclosing Party's Confidential Information or any Intellectual Property Rights therein under this Agreement, by virtue of the Receiving Party's acquisition or use of the Disclosing Party's Confidential Information, or otherwise. "Confidential Information" shall be deemed to include all copies, extracts, excerpts, abstracts, and summaries containing any Confidential Information prepared by either party in any medium. Notwithstanding the foregoing, "Confidential Information" shall not include, and this Section 12.2 shall not apply to, any information that that: (1) is disclosed at the time of disclosure, or subsequently becomes, part of the public domain through no act or failure to act on the part of the Receiving Party, (2) was already known or possessed by the Receiving Party with no obligation of confidentiality at the time of the disclosure of such information by the Disclosing Party, (3) is furnished to the Receiving Party by a third person who has a right to make party source, provided that such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that third party source is or becomes generally not known in the trade without violation of this Agreement by the Receiving Party to be prohibited from disclosing such information by a contractual, legal, or fiduciary obligation owed to the Disclosing Party ; or , ( iv 4) information that is independently developed by the Receiving Party or its employees or affiliates without reference to or use of any of the Disclosing Party ’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own 's Confidential Information, and will not use the or (5) whose disclosure is sought by subpoena, litigation discovery device, or other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) legal process or is otherwise required by law , regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 3 contracts

Samples: Agreement (Isecuretrac Corp), Agreement (Isecuretrac Corp), Agreement (Isecuretrac Corp)

Confidentiality. During Section 10.8 of the term Participation Agreement is replaced with the following: All “Confidential Information” (as defined in this section) supplied by one party to another party in connection with the negotiation or carrying out of this Agreement shall remain the property of the party providing such information and shall be kept confidential by the receiving party or parties except: (a) as may be required by law, (b) as authorized in writing by the party providing the information, or (c) in the event that such information is otherwise made public. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Confidential Information means (individually or collectively) proprietary information of the parties to this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business including but not limited to, their inventions, “know-how”, trade secrets, systems business affairs, procedures prospect lists, manuals product designs, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information product plans, business practices and policies strategies, know-how finances, trade secrets fee structures, market or sales information or plans etc. Without limiting the generality of the foregoing, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes: ( i a) information that was known to the receiving Party before receipt thereof from disclosing party designates in writing is confidential or on behalf of the Disclosing Party; proprietary, ( ii b) any non-public personal information or personally identifiable financial information about any Contract Owner or prospective Contract Owner, and (c) information that is disclosed a reasonable business-person would assume to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is be confidential or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure proprietary.

Appears in 3 contracts

Samples: Amendment to Participation Agreement (Protective Variable Annuity Separate Account), Amendment to Participation Agreement (Variable Annuity Account a of Protective Life), Amendment to Participation Agreement (Farmers Variable Life Separate Account A)

Confidentiality. During The Receiving Party shall not (i) use any Confidential Information of the term of Disclosing Party for any purpose other than to exercise its rights or to perform its obligations under this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business or (ii) disclose, trade secrets publish, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. disseminate Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed Party to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by anyone other than the Receiving Party ; ’s personnel (including employees, contractors and consultants) who have a need to know the Confidential Information for the purposes set forth in this Agreement and who are bound by a written agreement that prohibits unauthorized disclosure or (iv) information use of Confidential Information that is independently developed by at least as protective of the Confidential Information as the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, the Receiving Party shall have the right to share the existence and nature of this Agreement with such Party’s Affiliates and such Party’s and its Affiliates’ attorneys, accountants, bankers, financing sources, consultants or other professional advisors in connection with a party may disclose the other’s Confidential Information if (i) financing, merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of its assets, or as required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that Law in the event accordance with Section 4.4 of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure this Agreement.

Appears in 3 contracts

Samples: Outsourcing Agreement (Despegar.com, Corp.), Outsourcing Agreement (Despegar.com, Corp.), Outsourcing Agreement (Despegar.com, Corp.)

Confidentiality. During the term of this Agreement The parties agree (a) to maintain all information, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business whether in written, trade secrets oral, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive electronic or other disadvantage to either party form, necessary for or utilized or received in the course of providing the Services, as the case may be, including, without limitation, financial information, business practices and policies, know-how, trade secrets material, market manufacturing, tooling and equipment specifications and other information necessary to the provision or sales information or plans receipt of Services, customer lists as the case may be (the “Confidential Information”), business plans as secret and confidential, (b) that all such Confidential Information shall be used only for purposes of the provision of Services hereunder and for no other purpose whatsoever, and all provisions of this Agreement. (c) not to disclose the Confidential Information does not include: to any third person or party ( i) information that was known except for employees, counsel, consultants or assignees who have a need to the receiving Party before receipt thereof from or on behalf know and are informed of the Disclosing Party; (ii) confidential nature of such information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information disclosing party). Each party will protect the other’s shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information with at least disclosed to such third person by such party. The parties will use the same degree measures to maintain the confidentiality of care the Confidential Information of any other party in its possession or control that it uses with respect to maintain the confidentiality of its own Confidential Information, Information of similar type and will not use the other party’s Confidential Information other than in connection with its obligations hereunder importance. Notwithstanding the foregoing, a either party or their Affiliates may disclose describe this Agreement in, and include this Agreement with, filings with the other’s U.S. Securities and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information if will not include information that (i) required by law is in or enters the public domain without breach of this Agreement, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing receiving party shall give the other lawfully receives from a third party reasonable prior notice of such without restriction on disclosure and, to the extent reasonably practicable and cooperate with the other party (at such other receiving party’s expense) in any efforts to prevent such disclosure knowledge, without breach of a nondisclosure obligation.

Appears in 3 contracts

Samples: Transition Services Agreement (Constar Inc), Transition Services Agreement (Constar International Inc), Transition Services Agreement (Constar International Inc)

Confidentiality. During the term All copies of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices --------------- marketing and policies sales information, know-how pricing, trade secrets, market or sales information or marketing plans , customer lists , business plans, financial and all provisions business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications and drawings, and other confidential and/or proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Non-Disclosing Party") in ---------------- -------------------- the course of negotiating the transactions contemplated by this Agreement ("Confidential Information") will be held in strict confidence and not used or ------------------------ disclosed by the Non-Disclosing Party or any of its employees, affiliates or stockholders and, upon termination of this Agreement Agreement in accordance with its terms and upon the Disclosing Party's written request to the Non-Disclosing Party, will be promptly destroyed by the Non-Disclosing Party or returned to the Disclosing Party. The Non-Disclosing Party's employees, affiliates and stockholders will not be given access to Confidential Information does except on a "need to know" basis. It is agreed that Confidential Information will not include include information that: ( i a) information that was is proven to have been known to the receiving Non-Disclosing Party before prior to receipt thereof of such information from or on behalf of the Disclosing Party; ( ii b) information that is disclosed to the Receiving Party by a third person who has a party having the legal right to make disclose such disclosure without any information and who owes no obligation of confidentiality confidence to the Party seeking to enforce its rights under this Section Disclosing Party; ( iii c) information that is now, or later becomes generally known part of the general public knowledge or literature in the trade without violation art, other than as a result of a breach of this Agreement by the Receiving Non-Disclosing Party; or ( iv d) information that is proven to be independently developed by the Receiving Disclosing Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree use of care it uses with respect to its own any Confidential Information . The provisions of this Section 5.5 shall supersede the ----------- provisions of the letter agreement, dated as of October 25, 2000, between Purchaser and will not use Seller (the other party’s Confidential Information other than in connection with its obligations hereunder "Confidentiality Agreement"). Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. -------------------------

Appears in 2 contracts

Samples: Phoenix Technologies LTD, Asset Acquisition Agreement (Ravisent Technologies Inc)

Confidentiality. During Bunge, as a Party on the term one hand, and REG and each Party Affiliate, as a Party for purposes of this Section on the other hand, acknowledges possession of trade secrets and other confidential information (the “Confidential Information”) that has been and may be provided regarding the other Party’s or its Affiliates’ business, including, without limitation, with respect to REG and the Party Affiliates, the production, gathering, transporting, marketing, treating or processing of biodiesel or by-products of the production thereof or the ownership, lease, acquisition, construction, financing or operation of biodiesel facilities (the “Biodiesel Business”) and acknowledges and recognizes the highly competitive nature of the industry in which each Party conducts its business. Accordingly, in consideration of the agreements between the Parties set forth in this Agreement, the Distributor Feedstock Agreement and the Client Biodiesel Agreement, each Party agrees that: it shall not disclose the Confidential Information of the other Party except (i) as required by applicable law, regulation or legal process (provided, that to the extent permitted by law, the Party required to disclose Confidential Information will provide written notice to the other Party with as much time as is reasonably practicable prior to any required disclosure and such other Party, at its sole cost and expense, may have access seek a protective order) and (ii) to confidential information relating its employees, agents or representatives with a bona fide need to such matters as either party know and for whose acts or omissions in violation of this Agreement a Party shall be liable and responsible. Bunge may not use REG’s business or a Party Affiliate’s Confidential Information to the direct disadvantage of REG or a Party Affiliate. Notwithstanding the foregoing, trade secrets, systems, procedures, manuals, products, contracts, personnel, the Parties acknowledge that Bunge and clients its Affiliates may perform services for other third parties similar to the Services provided to REG and the Party Affiliates hereunder. As used in The use by Bunge and its Affiliates of any Confidential Information for Bunge’s and its Affiliate’s internal business purposes shall not be considered a violation of this Section 7. For the purposes of this Agreement, “Confidential Information” means shall not include information belonging to the Distributor or the Client which is or becomes part of value to such party and common knowledge or understanding in the biodiesel industry or otherwise is or enters the public domain (other than as a result of disclosure of which could result by a Party (including a Party Affiliate) in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions violation of this Agreement . Confidential Information does ), is lawfully acquired by a Party after the date hereof from any third party not include: (i) information that was known bound by an obligation of confidence to the receiving Party before receipt thereof from disclosing Party, or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by or for the Receiving disclosing Party or its employees or affiliates after the date hereof without reference to using the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information , and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure .

Appears in 2 contracts

Samples: Master Services Agreement (REG Newco, Inc.), Master Services Agreement (REG Newco, Inc.)

Confidentiality. During DIRECT REVENUE acknowledges that the term of this Agreement, the Distributor Search Software and the Client may have access to confidential all information relating to the business and operations of WALNUT that DIRECT REVENUE learns in connection with this Agreement is the valuable, confidential and proprietary information of WALNUT. DIRECT REVENUE for itself, its employees, contractors, consultants and agents agrees to: (a) safeguard WALNUT’s confidential information with the same degree of care that DIRECT REVENUE uses to protect its own confidential information; (b) maintain the confidentiality TECHNOLOGY/SOFTWARE DISTRIBUTION AGREEMENT - WALNUT VENTURES of this information; (c) not use such matters information except as either permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available this information to any third party without the prior written consent of WALNUT. WALNUT acknowledges that all information relating to the business and operations of DIRECT REVENUE that WALNUT learns in connection with this Agreement is the valuable, confidential and proprietary information of DIRECT REVENUE. WALNUT for itself, its employees, contractors, consultants and agents agrees to: (a) safeguard DIRECT REVENUE’s confidential information with the same degree of care that WALNUT uses to protect its own confidential information; (b) maintain the confidentiality of this information; (c) not use such information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available this information to any third party without the prior written consent of DIRECT REVENUE. Any information gathered regarding End Users obtained by WALNUT during the performance of this agreement shall be maintained by WALNUT as DIRECT REVENUE’s confidential information, which may only be used for the purposes of this Agreement or on an aggregated, non-identifiable basis. This section will not apply to any information that: (a) is already lawfully in the receiving party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging possession (unless received pursuant to a non-disclosure agreement); (b) is or becomes generally available to the Distributor or the Client which is public through no fault of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party party; ( ii c) information that is disclosed to the Receiving Party receiving party by a third person party who has may transfer or disclose such information without restriction; (d) is required to be disclosed by the receiving party as a right matter of law (provided that the receiving party will use all reasonable efforts to make provide the disclosing party with prior notice of such disclosure without any obligation of confidentiality and to the Party seeking to enforce its rights under this Section obtain a protective order); ( iii e) information that is or becomes generally known in the trade without violation of this Agreement disclosed by the Receiving Party receiving party with the disclosing party’s approval; or ( iv f) information that is independently developed by the Receiving Party receiving party without any use of confidential information; or its employees (g) is required to be disclosed by a government agency or affiliates without reference to regulatory authority. In all cases, the Disclosing Party’s information. Each receiving party will protect use all reasonable efforts to give the other’s Confidential Information with at least disclosing party ten (10) days prior written consent of any disclosure of information under this Agreement and to minimize the same degree extent of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure ; (iii) requested to . WALNUT and DIRECT REVENUE acknowledge that any breach of this section by a receiving party will irreparably harm the other disclosing party ; provided that . Accordingly, in the event of (i) or (ii) any breach, the disclosing party shall give the will be entitled to seek injunctive relief in addition to any other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party ( remedies that it may have at such other party’s expense) law or in any efforts to prevent such disclosure. equity. TECHNOLOGY/SOFTWARE DISTRIBUTION AGREEMENT - WALNUT VENTURES

Appears in 2 contracts

Samples: Software Distribution Agreement (Intersearch Group Inc), Software Distribution Agreement (Intersearch Group Inc)

Confidentiality. During or after the term of this Agreement Agreement and for a period of three (3) years after its termination, neither party shall communicate, divulge, or use for the Distributor and benefit of another person or entity, any confidential or proprietary information or knowledge disclosed by the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation , financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include : (i) information that was known to the receiving Party before receipt thereof from present or on behalf of the Disclosing Party; prospective customer lists, (ii) management information that reports, (iii) details of contracts, (iv) acquisition plans, (v) new personnel acquisition plans, (vi) trade secrets, (vii) financial information, (viii) product designs, details or specifications, and (ix) any other information or materials of any kind which the disclosing party may designate as confidential or proprietary ("confidential information"). Each party shall only divulge confidential information to its employees to the limited extent necessary for such party to comply with its obligations under this Agreement. Each party shall require all persons to whom such confidential information is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality agree, to the Party seeking to enforce its rights same extent as each party has agreed under this Section; (iii) Agreement, to maintain the confidentiality of such confidential information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference and not disclose it to the Disclosing Party’s information others. Each The receiving party will protect the other’s Confidential Information with at least the same degree of care it uses with respect shall be liable to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give for all damages of any kind caused by any breach of this Section 23 or by any unauthorized disclosure of the disclosing party's confidential information by the receiving party or its employee(s), representative(s) or other person to whom the receiving party reasonable prior notice has disclosed such information. In addition, both HSC and Contractor must agree in writing to any public disclosure or press release of such disclosure financial or other business information to the extent reasonably practicable and cooperate with public or to the other party (at such other party’s expense) in any efforts to prevent such disclosure. financial community. 12

Appears in 2 contracts

Samples: Rmed International Inc, Rmed International Inc

Confidentiality. During the term Term of this Agreement Agreement and thereafter, each party will use and reproduce the Distributor other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the Client may have access to confidential information relating disclosing party has sought all available safeguards against widespread dissemination prior to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients disclosure. As used in this Agreement, the term "Confidential Information ” means information belonging to " refers to: (i) the Distributor or the Client which is terms and conditions of value to such party and the disclosure of which could result in a competitive or other disadvantage to either this Agreement; (ii) each party , including, without limitation, financial information, business practices and policies, know-how, 's trade secrets , market or sales information or plans, customer lists , business plans, strategies, methods and/or practices; and all provisions of this Agreement. Confidential Information does (iii) any other information relating to either party or its business that is not include: (i) information that was generally known to the receiving Party before receipt thereof from public, including but not limited to information about either party's personnel, products, customers, marketing strategies, services or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder future business plans. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if specifically excludes ( i A) required by law, regulation information that is now generally available to the public or legal process subsequently becomes available to the public through no action or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by fault of the other party; provided (B) information that in the event of (i) or (ii) the disclosing is known to either party shall give without restriction, prior to receipt from the other party reasonable prior notice of under this Agreement, from its own independent sources as evidenced by such disclosure party's written records, and which was not acquired, directly or indirectly, from the other party; (C) information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by either party's employees or agents provided that either party can show that those same employees or agents had no access to the extent reasonably practicable and cooperate Confidential Information received hereunder. Notwithstanding anything else set forth in this Section 14, each party shall be entitled to use the Data in accordance with the other party (at such other party’s expense) in any efforts to prevent such disclosure Section 7 herein.

Appears in 2 contracts

Samples: License Agreement (Techies Com Inc), Representations and Warrant (Techies Com Inc)

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client Trust/IC and RIA may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Agreement (Meyers Capital Investments Trust), Agreement (Meyers Capital Investments Trust)

Confidentiality. During the term of this Agreement, the Distributor ACC and the Client may Trust/IC and RIAmay have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor ACC or the Client Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Agreement (Collaborative Investment Series Trust), Agreement (Collaborative Investment Series Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Pinnacle Capital Management Funds Trust), Distribution Agreement (Clark Fork Trust)

Confidentiality. During the term of this Agreement, the Distributor RCM and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor RCM or the Client fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Acadia Mutual Funds), Distribution Agreement (PFS Funds)

Confidentiality. During the term of this Agreement, the Distributor RCM and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor RCM or the Client fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Cottonwood Mutual Funds), Distribution Agreement (Cottonwood Mutual Funds)

Confidentiality. During the term of this Agreement, each Fund and the Distributor and the Client (for purposes of this Section 13, a “Receiving Party”) may have access to or be provided by the other party (for purposes of this Section 13, a “Disclosing Party”) confidential information information, whether tangible or intangible, which is of value to the Disclosing Party and the disclosure of which could result in a competitive or other disadvantage to the Disclosing Party or the Receiving Party, and relating to such matters as either party as, without limitation, the Disclosing Party’s business financial information, business practices and policies, business plans, know-how, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets , market or sales information or plans, customer lists, business plans, lists and all provisions of this Agreement Agreement (“Confidential Information”). Confidential Information does not include: (i) information that was known to the receiving Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if if: (i) required by applicable law, regulation or legal process or if requested by any Agency government or similar agency in connection therewith; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Arden Sage Triton Fund LLC), Distribution Agreement (Arden Sage Multi-Strategy TEI Institutional Fund, L.L.C.)

Confidentiality. During the term of this Agreement, each Fund and the Distributor and the Client (for purposes of this Section 13, a “Receiving Party”) may have access to or be provided by the other party (for purposes of this Section 13, a “Disclosing Party”) confidential information information, whether tangible or intangible, which is of value to the Disclosing Party and the disclosure of which could result in a competitive or other disadvantage to the Disclosing Party or the Receiving Party, and relating to such tosuch matters as either party as, without limitation, the Disclosing Party’s business financial information, business practices and policies, business plans, know-how, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients . As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets , market or sales information or plans, customer lists, business plans, lists and all provisions of this Agreement Agreement (“Confidential Information”). Confidential Information does not include: (i) information that was known to the receiving Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if if: (i) required by applicable law, regulation or legal process or if requested by any Agency government or similar agency in connection therewith; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Arden Sage Multi-Strategy Fund, L.L.C.), Distribution Agreement (Arden Sage Multi-Strategy Institutional Fund, L.L.C.)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to matters such matters as either party’s business, trade secrets, systems, procedures , manuals, products, contracts , personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, and business plans , and all provisions of this Agreement . Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; confidentiality, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 2 contracts

Samples: Distribution Services Agreement (Pennant 504 Fund), Distribution Services Agreement (504 Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to matters such matters as either party’s business, trade secrets, systems, procedures , manuals, products, contracts , personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, except : (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or and (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Adviser; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 2 contracts

Samples: Distribution Services Agreement (Advisers Investment Trust), Distribution Services Agreement (Advisers Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and reasonably cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . The obligations of confidentiality set forth in this Section 6 shall survive the termination of this Agreement for an indefinite period with respect to customer lists and personal non-public information regarding the Trust's customers, and for a period of three (3) years after termination with respect to all other Confidential Information.

Appears in 2 contracts

Samples: Distribution Services Agreement (Bb&t Funds /), Distribution Services Agreement (Bb&t Funds /)

Confidentiality. During the term of this Agreement, the Distributor and the Client Adviser may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and reasonably cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Services Agreement (Coventry Funds Trust), Distribution Services Agreement (Coventry Group)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information Confidential Information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section Section 14; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (TCW Alternative Funds), Metropolitan West Funds

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party Party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party Party and the disclosure of which could result in a competitive or other disadvantage to either party Party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing disclosing Party; (ii) information that is disclosed to the Receiving receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving receiving Party; or (iv) information that is independently developed by the Receiving receiving Party or its employees or affiliates without reference to the Disclosing disclosing Party’s information . .Each party Party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party Party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party Party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party Party; provided that in the event of (i) or (ii) the disclosing party Party shall give the other party Party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party Party (at such other party Party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Third Avenue Trust), Distribution Agreement (Third Avenue Variable Series Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . . Exhibit 28(e)

Appears in 2 contracts

Samples: Distribution Agreement (Kalmar Pooled Investment Trust), Distribution Agreement (Kalmar Pooled Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulator; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (IVA Fiduciary Trust), Distribution Agreement (IVA Fiduciary Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Sa Funds Investment Trust), Distribution Agreement (Sa Funds Investment Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Distributor, the Client or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Professionally Managed Portfolios), Distribution Agreement (Trust for Professional Managers)

Confidentiality. During the term of this Agreement, the Distributor and the Client on behalf of each Fund may have access to confidential information relating to matters such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client or a Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either the non-disclosing party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was known to is or becomes publicly known, of which the party receiving Party before receipt thereof from or on behalf the information should reasonably be aware, without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference a party from information received by a third party not under an obligation of confidentiality to the Disclosing Party’s information party whose Confidential Information is at issue on a non-confidential basis. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder . Each party hereby agrees not to disclose any Confidential Information other than to those of its officers, directors, employees, advisors and representatives (collectively, “Representatives”) with a need to know the information contained therein; provided that such Representatives shall be subject to the terms of this Agreement. Each party hereby acknowledges that it may receive material non-public information regarding securities in connection with this Agreement or the Distribution Agreement and agrees that it is aware, and that it will advise its Representatives, that the United States securities laws prohibit any person who has received material, non-public information concerning securities from purchasing or selling the securities of any issuer, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency with jurisdiction over the Distributor, the Fund or the Client; (ii) it is advised by counsel in writing that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Del Rey Global Investors Funds), Distribution Agreement (Del Rey Global Investors Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Company may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Company which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Certificate of Incorporation (Bny Hamilton Funds Inc), Certificate of Incorporation (Bny Hamilton Funds Inc)

Confidentiality. During the term of this Agreement, the Distributor and the Client Company may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Company which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law . This Agreement shall be construed in accordance with the laws of the State of New York, without regard to New York's conflicts of laws principles, and the applicable provisions of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (Coventry Group), Agreement and Declaration of Trust (Merrimac Series)

Confidentiality. During the term of this Agreement, the Distributor and the Client Company may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Company which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

Appears in 2 contracts

Samples: Indemnification Agreement (Coventry Group), Indemnification Agreement (Coventry Group)

Confidentiality. During the term of this Agreement, the Distributor and the Client Company may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Company which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law . This Agreement shall be construed in accordance with the laws of the State of New York, without regard to New York's conflicts of laws principles, and the applicable provisions of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (Coventry Funds Trust), Agreement and Declaration of Trust (Coventry Group)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Destra Multi-Alternative Fund), Distribution Agreement (FSI Low Beta Absolute Return Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Fund may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Fund which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing disclosing Party; (ii) information that is disclosed to the Receiving receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving receiving Party; or (iv) information that is independently developed by the Receiving receiving Party or its employees or affiliates without reference to the Disclosing disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency, including for any routine regulatory exam or sweep; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure (except with respect to routine regulatory examinations or sweeps, in which case no prior notice is required) to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Evanston Alternative Opportunities Fund), Distribution Agreement (Evanston Alternative Opportunities Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client a Fund which is of value to such party and the disclosure of which could reasonably be expected by the party in receipt of such information to result in a competitive or other disadvantage to either party the party who initially provided such information, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, lists and business plans , and all provisions of this Agreement . Confidential Information does not include: (i) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process applicable Law or if requested by any Agency Governmental Authority with jurisdiction over the Distributor, a Fund or the Adviser; (ii) it is advised by counsel that it may incur material liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall shall, except as prohibited by applicable Law, give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. In the event of any unauthorized use or disclosure by a party of any Confidential Information of the other party, the disclosing party shall promptly (i) notify the other party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the other party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure. Each party acknowledges and agrees that this Agreement may be filed publicly with the SEC as an exhibit to the Registration Statement of each Fund.

Appears in 2 contracts

Samples: Distribution Agreement (Ironwood Multi-Strategy Fund LLC), Distribution Agreement (Ironwood Institutional Multi-Strategy Fund LLC)

Confidentiality. During the term of this Agreement, the Distributor and the Client Funds may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Funds which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: ( i 1) information that was known to the receiving Party party before receipt thereof from or on behalf of the Disclosing Party disclosing party; (ii) information that is disclosed to the Receiving Party receiving party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party receiving party; or (iv) information that is independently developed by the Receiving Party receiving party or its employees or affiliates without reference to the Disclosing Party disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (EnTrust Multi-Strategy Master Fund), Distribution Agreement (Entrust Multi-Strategy Fund)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (Pacific Capital Funds), Agreement and Declaration of Trust (Arrivato Funds Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . 10. Governing Law . This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (Giant 5 Funds), Agreement and Declaration of Trust (HSBC Investor Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . The obligations of confidentiality set forth in this Section 10 shall survive the termination of this Agreement for an indefinite period with respect to customer lists and personal non-public information regarding the Trust's customers, and for a period of three (3) years after termination with respect to all other Confidential Information. 10. Governing Law This Agreement shall be construed in accordance with the laws of the State of Massachusetts and the applicable provisions of the 1940 Act.

Appears in 2 contracts

Samples: Form of Distribution Agreement (Bb&t Funds /), Agreement and Declaration of Trust (Bb&t Funds /)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party’s information other's Confidential Information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure . The obligations of confidentiality set forth in this Section 10 shall survive the termination of this Agreement for an indefinite period with respect to customer lists and personal non-public information regarding the Trust's customers, and for a period of three (3) years after termination with respect to all other Confidential Information.

Appears in 2 contracts

Samples: Form of Distribution Agreement (Fifth Third Funds), Agreement and Declaration of Trust (American Performance Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Six Circles Trust), Distribution Agreement (Sprott Funds Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information . .Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (Turner Funds), Distribution Agreement (HSBC Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has a right to make such disclosure without any party not under an obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable practicably and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure . The obligations of confidentiality set forth in this Section 10 shall survive the termination of this Agreement for an indefinite period with respect to customer lists and personal non-public information regarding the Trust’s customers, and for a period of three (3) years after termination with respect to all other Confidential Information.

Appears in 2 contracts

Samples: Distribution Agreement (American Performance Funds), Distribution Agreement (American Performance Funds)

Confidentiality. During the term of this Agreement, the Distributor and the Client Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans , any sub-advisor proprietary information or performance information, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Amended and Restated Distribution Agreement (Little Harbor MultiStrategy Composite Fund), Distribution Agreement (Little Harbor MultiStrategy Composite Fund)

Confidentiality. During the term of this Agreement, the Distributor Underwriter and the Client Trust may have access to confidential information relating to such matters as either party’s business, business trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor Underwriter or the Client Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information that was is or becomes publicly known to the receiving Party before receipt thereof from or on behalf without breach of the Disclosing Party; this Agreement, (ii) the information that is disclosed to the Receiving Party other party by a third person who has party not under a right to make such disclosure without any confidentiality obligation of confidentiality to the Party seeking to enforce its rights under this Section; party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates a party without reference to the Disclosing Party other’s information Confidential Information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency regulatory agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; or (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Underwriting Agreement (Performance Funds Trust), Underwriting Agreement (Performance Funds Trust)

Confidentiality. During the term of this Agreement, the Distributor and the Client parties may have access to confidential information relating to such matters as either a party ’s 's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information " means information belonging to the Distributor Distributor, the Client or the Client Adviser which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party ’s 's information. Each party will protect the other ’s 's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party ’s 's Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other ’s 's Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party ’s 's expense) in any efforts to prevent such disclosure.

Appears in 2 contracts

Samples: Distribution Agreement (360 Funds), Distribution Agreement (360 Funds)