Common use of Solicitation of Fund Customers and Employees Clause in Contracts

Solicitation of Fund Customers and Employees. During the term of the Agreement and thereafter in perpetuity, BNYM agrees not to use the Customer and Employee Information, whether directly or indirectly, (i) to target or solicit Fund Customers and Employees or those of its parent and their subsidiaries, franchisees, affiliates and joint ventures, as such, on behalf of itself or any third party, including but not limited to, on behalf of entities that provide brokerage, banking, or financial services in direct competition with the Fund or (ii) to injure the business of the Fund. BNYM agrees that it will not use or sell to others lists containing Fund Customer and Employee Information. Nothing contained herein shall preclude BNYM from providing services to any Fund shareholder or employee who independently contacts BNYM, who is responding to a general solicitation of BNYM, or is contacted by BNYM based on information independently derived by BNYM.