Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 16 contracts
Samples: Custodian Agreement (TCG Bdc, Inc.), Custodian Agreement (Blackstone / GSO Secured Lending Fund), Sub Administrative Services Agreement (Natixis Funds Trust II)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy ; enhance or otherwise create derivative works based upon the System, nor will you the Customer or your its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 10 contracts
Samples: Financial Reporting Services Agreement (Columbia Funds Series Trust I), Accounting Services Agreement (Columbia Funds Series Trust), Financial Reporting Services Agreement (Columbia Funds Series Trust)
Proprietary Information/Injunctive Relief. The System Systems and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System Systems and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors its relevant licensors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors licensors, as applicable (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System Systems or the Remote Access Services, (ii) sell, rent, license or otherwise use the System Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System Systems or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System Systems in any way, enhance, copy enhance or otherwise create derivative works based upon the SystemSystems, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the SystemSystems. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law law, and that State Street and its licensor, if applicable, shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 6 contracts
Samples: Master Custodian Contract (Hartford Series Fund Inc), Master Custodian Contract (Hartford HLS Series Fund Ii Inc), Master Custodian Agreement (Parnassus Income Funds)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party party, other than the Customer’s Authorized Designees, to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy ; enhance or otherwise create derivative works based upon the System, nor will you the Customer or your the Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 5 contracts
Samples: Sub Administration and Sub Accounting Agreement (Tax-Exempt California Money Market Fund), Sub Administration and Sub Accounting Agreement (Deutsche Investment Trust), Sub Administration and Sub Accounting Agreement (Deutsche International Fund, Inc.)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 4 contracts
Samples: Custody Agreement (Vista Credit Strategic Lending Corp.), Custodian Agreement (HMS Income Fund, Inc.), Master Custodian Agreement (TCG BDC II, Inc.)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy ; enhance or otherwise create derivative works based upon the System, nor will you ; or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 3 contracts
Samples: Custodian and Investment Accounting Agreement (Pimco Corporate & Income Opportunity Fund), ______________________________ ______________________________ ______________________________ (PIMCO Global StocksPLUS & Income Fund), Custodian and Investment Accounting Agreement (PIMCO Floating Rate Strategy Fund)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third third-party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you the Customer or your its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 2 contracts
Samples: Master Custodian Agreement (Transamerica Funds), Master Custodian Agreement (Transamerica Series Trust)
Proprietary Information/Injunctive Relief. The System ----------------------------------------- Systems and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you Fund by State Street as part of the Remote Access Services and through the use of the System Systems and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors its relevant licensors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors licensors, as applicable (the “"Proprietary Information”"). You agree Fund agrees on its own behalf of yourself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree Fund agrees to use the Remote Access Services only in connection with the proper purposes of this AddendumAgreement. You Fund will not, and will cause your its employees and Authorized Designees not to, (i1) permit any third party to use the System Systems or the Remote Access Services, (ii2) sell, rent, license or otherwise use the System Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this AddendumSection, (iii3) use the System Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv4) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System Systems or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Fund, as our CustomerState Street's customer. You agree Funds agrees that neither you Fund nor your its Authorized Designees will modify the System Systems in any way, enhance, copy enhance or otherwise create derivative works based upon the SystemSystems, nor will you Fund or your its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the SystemSystems. You acknowledge Fund acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law law, and that State Street and its licensor, if applicable, shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 2 contracts
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third third-party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, ; enhance, copy or otherwise create derivative works based upon the System, ; nor will you the Customer or your Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Limited Warranties State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy available to the Customer for the matters described in this section.
Appears in 2 contracts
Samples: Master Custodian Agreement (Metropolitan Series Fund), Master Custodian Agreement (Met Investors Series Trust)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customercustomer. You agree that neither you nor your Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 2 contracts
Samples: Custodian Agreement (KKR FS Income Trust), Custodian Agreement (KKR FS Income Trust Select)
Proprietary Information/Injunctive Relief. The System Systems and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System Systems and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third third-party vendors (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System Systems or the Remote Access Services, (ii) sell, rent, license or otherwise use the System Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System Systems or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System Systems in any way, enhance, copy or otherwise create derivative works based upon the SystemSystems, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the SystemSystems. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third third-party licensors and vendors inadequately compensable in damages at law law, and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Samples: Investment Accounting Agreement (Advantus Series Fund Inc)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “"Proprietary Information”"). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law laws to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this AddendumAgreement. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this AddendumAgreement, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees Designee will modify the System in any way, enhance, copy enhance or otherwise create derivative works based upon the System, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “"Proprietary Information”"). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street's customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy ; enhance or otherwise create derivative works based upon the System, nor will you your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Samples: Master Custodian Agreement (Aal Variable Product Series Fund Inc)
Proprietary Information/Injunctive Relief. The System Systems and Remote ----------------------------------------- Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System Systems and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors its relevant licensors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors licensors, as applicable (the “"Proprietary Information”"). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System Systems or the Remote Access Services, (ii) sell, rent, license or otherwise use the System Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System Systems or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System Systems in any way, enhance, copy enhance or otherwise create derivative works based upon the SystemSystems, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the SystemSystems. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law law, and that State Street and its licensor, if applicable, shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Limited Warranties State Street: Limited Access Xxxxx Xxxxxx represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and you and your Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding and allow State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy available to you for the matters described in this section.
Appears in 1 contract
Samples: Master Custody Services Agreement (PIMCO Flexible Credit Income Fund)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy ; enhance or otherwise create derivative works based upon the System, ; nor will you the Customer or your Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street Xxxxx Xxxxxx as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”information” ). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy enhance or otherwise create derivative works based upon the System, ; nor will you the Customer or your Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, ; enhance, copy or otherwise create derivative works based upon the System, nor will you the Customer or your its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and or vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Samples: Financial Reporting Services Agreement (Excelsior Funds Inc)
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third third-party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, ; enhance, copy or otherwise create derivative works based upon the System, ; nor will you the Customer or your Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Samples: Custodian Agreement (AllianzGI Institutional Multi-Series Trust)
Proprietary Information/Injunctive Relief. The System Systems and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System Systems and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors its relevant licensors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors licensors, as applicable (the “"Proprietary Information”"). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System Systems or the Remote Access Services, (ii) sell, rent, license or otherwise use the System Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System Systems or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System Systems in any way, enhance, copy enhance or otherwise create derivative works based upon the SystemSystems, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the SystemSystems. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law law, and that State Street and its licensor, if applicable, shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Samples: Accounting Agreement (Dividend Capital Realty Income Allocation Fund)
Proprietary Information/Injunctive Relief. The System Systems and ----------------------------------------- Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you Fund by State Street as part of the Remote Access Services and through the use of the System Systems and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors its relevant licensors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors licensors, as applicable (the “"Proprietary Information”"). You agree Fund agrees on its own behalf of yourself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree Fund agrees to use the Remote Access Services only in connection with the proper purposes of this AddendumAgreement. You Fund will not, and will cause your its employees and Authorized Designees not to, (i1) permit any third party to use the System Systems or the Remote Access Services, (ii2) sell, rent, license or otherwise use the System Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this AddendumSection, (iii3) use the System Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv4) allow or cause any information transmitted from State Street’s 's databases, including data from third party sources, available through use of the System Systems or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Fund, as our CustomerState Street's customer. You agree Funds agrees that neither you Fund nor your its Authorized Designees will modify the System Systems in any way, enhance, copy enhance or otherwise create derivative works based upon the SystemSystems, nor will you Fund or your its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the SystemSystems. You acknowledge Fund acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law law, and that State Street and its licensor, if applicable, shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third party vendors (the “Proprietary Information”). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. Information Classification: Limited Access 33 GCA.US40ACT.20210617 You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer. You agree that neither you nor your Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Appears in 1 contract
Proprietary Information/Injunctive Relief. The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhowknow- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third third-party vendors (the “Proprietary Information”). You agree The Customer agrees on behalf of yourself itself and your its Authorized Designees to keep the Proprietary Information confidential and to limit access to your its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. You agree The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. You The Customer will not, and will cause your its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of yourselfthe Customer, as our CustomerState Street’s customer. You agree The Customer agrees that neither you it nor your its Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will you the Customer or your its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. You acknowledge The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Limited Warranties State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.
Appears in 1 contract
Samples: Sub Custodian Agreement (Short Term Investment Fund for Puerto Rico Residents, Inc.)
