Common use of Changes and Modifications Clause in Contracts

Changes and Modifications. (i) DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST Confidential Information and DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 118 contracts

Samples: Services Agreement (Kennedy Lewis Capital Co), Services Agreement (Federated Hermes Fixed Income Securities, Inc.), Services Agreement (Federated Hermes Total Return Series, Inc.)

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Changes and Modifications. (i) DST SS&C GIDS shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST SS&C GIDS provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Fund Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DSTSS&C GIDS. The parties recognize that during the Term of this Agreement the Fund will disclose to DST SS&C GIDS Confidential Information and DST SS&C GIDS may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C GIDS’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C GIDS and (ii) the Fund hereby grants DST SS&C GIDS a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 7 contracts

Samples: Services Agreement (Gemcorp Commodities Alternative Products Fund), Services Agreement (Gladstone Alternative Income Fund), Services Agreement (CION Grosvenor Infrastructure Fund)

Changes and Modifications. (i) DST SS&C shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST SS&C provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. SS&C. The parties recognize that during the Term of this Agreement the Fund will disclose to DST SS&C Confidential Information and DST SS&C may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C and (ii) the Fund hereby grants DST SS&C a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 7 contracts

Samples: Services Agreement (Brookfield Infrastructure Income Fund Inc.), Transfer Agency Services Agreement (American Beacon Institutional Funds Trust), Services Agreement (HPS Corporate Capital Solutions BDC)

Changes and Modifications. (i) DST SS&C GIDS shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST SS&C GIDS provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DSTSS&C GIDS. The parties recognize that during the Term term of this Agreement the Fund will disclose to DST SS&C GIDS Confidential Information and DST SS&C GIDS may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C GIDS’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C GIDS and (ii) the Fund hereby grants DST SS&C GIDS a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 5 contracts

Samples: Services Agreement (John Hancock Multi Asset Credit Fund), Services Agreement (John Hancock Asset-Based Lending Fund), Services Agreement (Manulife Private Credit Plus Fund)

Changes and Modifications. (i) DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund Trusts will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Trusts in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is Trusts are given thirty (30) days’ prior notice to allow the Fund Trusts to change its their procedures and DST provides the Fund Trusts with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund Trusts will disclose to DST Confidential Information and DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund Trusts or any of its their investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund Trusts hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund Trusts hereby grants grant DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)) Confidential Information of the Trusts. All Confidential Information of the Trusts shall be and shall remain the property of the Trusts.

Appears in 3 contracts

Samples: Services Agreement (Delaware Wilshire Private Markets Master Fund), Services Agreement (Delaware Wilshire Private Markets Fund), Services Agreement (Delaware Wilshire Private Markets Tender Fund)

Changes and Modifications. (i) SS&C DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and SS&C DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, SS&C DST. The parties recognize that during the Term of this Agreement the Fund will disclose to SS&C DST Confidential Information and SS&C DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to SS&C DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of SS&C DST and (ii) the Fund hereby grants SS&C DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 2 contracts

Samples: Services Agreement (Alpha Alternative Assets Fund), Services Agreement (FS MVP Private Markets Fund)

Changes and Modifications. (i) A. DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) B. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term term of this Agreement the Fund will disclose to DST DST, Confidential Information and and, DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverablesa Deliverable. Provided that, as developed, such Deliverable(s) contain Deliverable contains no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identityFund, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) Deliverable or to incorporate into such Deliverable(s) Deliverable and that any such Deliverable(s)Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 11.A. C. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Appears in 2 contracts

Samples: Agency Agreement (Broadstone Real Estate Access Fund), Agency Agreement (Broadstone Real Estate Access Fund, Inc.)

Changes and Modifications. (i) DST SS&C shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the each Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the a Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the each Fund is given thirty (30) days’ prior written notice to allow the such Fund to change its procedures and DST SS&C provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. SS&C. The parties recognize that during the Term of this Agreement the Agreement, each Fund will disclose to DST SS&C Confidential Information and DST SS&C may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the a Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the each Fund hereby consents to DSTSS&C’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C and (ii) the each Fund hereby grants DST SS&C a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 2 contracts

Samples: Transfer Agency Services Agreement (T. Rowe Price OHA Flexible Credit Income Fund), Transfer Agency Services Agreement (T. Rowe Price OHA Select Private Credit Fund)

Changes and Modifications. (i) DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) . All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST Confidential Information feedback, specifications, business requirements and suggestions relating to the Services (“Feedback”) and DST may partly rely on such Confidential Information Feedback to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the or intellectual property (other than Feedback) of Fund or any of its investors or any other information which could reasonably be expected to be used to readily determine such identityidentity the identity of Fund, its Affiliates, any of their investors or any individual, (i) the Fund hereby consents to DST’s use of such Confidential Information Feedback to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Feedback. All Confidential Information and all Feedback of the Fund shall be and shall remain the property of the Fund.

Appears in 2 contracts

Samples: Services Agreement (Apollo Diversified Real Estate Fund), Services Agreement (Apollo Diversified Credit Fund)

Changes and Modifications. (i) A. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System hereunder, the Services or the quality thereof, DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) B. All enhancements, improvements, changes, modifications or new features added to the TA2000 System DST Facilities, however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST DST, Fund Confidential Information and and, from time to time, DST may partly rely on such Fund Confidential Information to design, structure or develop one or more Deliverablesa Deliverable. Provided that, as developed, such Deliverable(s) contain Deliverable contains no Fund Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identityshareholders, (i) the Fund hereby consents to DST’s use of such Fund Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) Deliverable and that any such Deliverable(s)Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(sDeliverables Fund Confidential Information. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 23(A). C. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the DST Facilities in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Appears in 2 contracts

Samples: Transfer Agency Agreement (XAI Octagon Floating Rate & Alternative Income Term Trust), Transfer Agency Agreement (XAI Octagon Floating Rate & Alternative Income Term Trust)

Changes and Modifications. (i) SS&C DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and SS&C DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, SS&C DST. The parties recognize that during the Term of this Agreement the Fund will disclose to SS&C DST Confidential Information and SS&C DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to SS&C DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of SS&C DST and (ii) the Fund hereby grants SS&C DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 2 contracts

Samples: Services Agreement (Carlyle AlpInvest Private Markets Fund), Services Agreement (Carlyle AlpInvest Private Markets Fund)

Changes and Modifications. (i) A. DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) B. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term term of this Agreement the Fund will disclose to DST DST, Confidential Information and and, DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverablesa Deliverable. Provided that, as developed, such Deliverable(s) contain Deliverable contains no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identityFund, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) Deliverable or to incorporate into such Deliverable(s) Deliverable and that any such Deliverable(s)Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 11.A. C. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Appears in 1 contract

Samples: Agency Agreement (Broadstone Real Estate Access Fund)

Changes and Modifications. (i) DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST Confidential Information and DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)) Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund.

Appears in 1 contract

Samples: Services Agreement (Apollo Debt Solutions BDC)

Changes and Modifications. (i) DST SS&C shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty ninety (3090) days’ prior notice to allow the Fund to change its procedures and DST SS&C provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. SS&C. The parties recognize that during the Term of this Agreement the Fund will disclose to DST SS&C Confidential Information and DST SS&C may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C and (ii) the Fund hereby grants DST SS&C a perpetual, nonexclusive revocable license to incorporate and retain in such Deliverable(s)) Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund.

Appears in 1 contract

Samples: Services Agreement (JPMorgan Private Markets Fund)

Changes and Modifications. (i) DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty sixty (3060) days’ prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST Confidential Information and DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 1 contract

Samples: Services Agreement (Franklin Lexington Private Markets Fund)

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Changes and Modifications. (i) DST SS&C GIDS shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund Company will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Company in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund Company is given thirty (30) days’ prior notice to allow the Fund Company to change its procedures and DST SS&C GIDS provides the Fund Company with revised operating procedures and controls. (iii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DSTSS&C GIDS. The parties recognize that during the Term of this Agreement the Fund Company will disclose to DST SS&C GIDS Confidential Information and DST SS&C GIDS may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund Company or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund Company hereby consents to DSTSS&C GIDS’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C GIDS and (ii) the Fund Company hereby grants DST SS&C GIDS a perpetual, nonexclusive license for the sole purpose to incorporate and retain in such Deliverable(s)

Appears in 1 contract

Samples: Services Agreement (Crescent Private Credit Income Corp)

Changes and Modifications. (i) DST SS&C GIDS shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST SS&C GIDS provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DSTSS&C GIDS. The parties recognize that during the Term of this Agreement the Fund will disclose to DST SS&C GIDS Confidential Information and DST SS&C GIDS may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C GIDS’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C GIDS and (ii) the Fund hereby grants DST SS&C GIDS a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 1 contract

Samples: Services Agreement (List Income Opportunities Fund)

Changes and Modifications. (i) DST SS&C shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund Company will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Company in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund Company is given thirty (30) days’ prior notice to allow the Fund Company to change its procedures and DST SS&C provides the Fund Company with revised operating procedures and controls. (ii) . All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Company Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. SS&C. The parties recognize that during the Term of this Agreement the Fund Company will disclose to DST Confidential Information SS&C feedback, specifications, business requirements and DST suggestions relating to the Services (“Feedback”) and SS&C may partly rely on such Confidential Information Feedback to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or intellectual property (other than Feedback) of Company or any of its investors or any other information which could reasonably be expected to be used to readily determine such identityidentity the identity of Company, its Affiliates, any of their investors or any individual, (i) the Fund Company hereby consents to DSTSS&C’s use of such Confidential Information Feedback to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C and (ii) the Fund Company hereby grants DST SS&C a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Feedback. All Confidential Information and all Feedback of the Company shall be and shall remain the property of the Company.

Appears in 1 contract

Samples: Services Agreement (Apollo S3 Private Markets Fund)

Changes and Modifications. (i) DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System or any of DST’s other digital systems, however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST Confidential Information and DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Confidential

Appears in 1 contract

Samples: Services Agreement (Nuveen Churchill Private Capital Income Fund)

Changes and Modifications. (i) A. DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. (ii) B. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term term of this Agreement the Fund will disclose to DST DST, Confidential Information and and, DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverablesa Deliverable. Provided that, as developed, such Deliverable(s) contain Deliverable contains no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identityFund, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) Deliverable or to incorporate into such Deliverable(s) Deliverable and that any such Deliverable(s)Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 11.A. C. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Appears in 1 contract

Samples: Agency Agreement (Krane Shares Trust)

Changes and Modifications. (i) DST SS&C shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST SS&C provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. SS&C. The parties recognize that during the Term of this Agreement the Fund will disclose to DST SS&C Confidential Information and DST SS&C may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C and (ii) the Fund hereby grants DST SS&C a perpetual, nonexclusive license for the sole purpose to incorporate and retain in such Deliverable(s)

Appears in 1 contract

Samples: Services Agreement (First Eagle Private Credit Fund)

Changes and Modifications. (i) SS&C DST shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty ninety (3090) days’ prior notice to allow the Fund to change its procedures and SS&C DST provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, SS&C DST. The parties recognize that during the Term of this Agreement the Fund will disclose to SS&C DST Confidential Information and SS&C DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identityInformation, (i) the Fund hereby consents to SS&C DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of SS&C DST and (ii) the Fund hereby grants SS&C DST a perpetual, nonexclusive license for the sole purpose to incorporate and retain in such Deliverable(s)

Appears in 1 contract

Samples: Services Agreement (Ares Private Markets Fund)

Changes and Modifications. (i) A. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the each Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the each Fund in using or employing the TA2000 System hereunder, the Services or the quality thereof, DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the each Fund is given thirty (30) days’ days prior notice to allow the each Fund to change its procedures and DST provides the each Fund with revised operating procedures and controls. (ii) B. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the each Fund will disclose to DST DST, Confidential Information and of each Fund and, from time to time, DST may partly rely on such Confidential Information of each Fund to design, structure or develop one or more Deliverablesa Deliverable. Provided that, as developed, such Deliverable(s) contain Deliverable contains no Confidential Information of each Fund that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identityeach Fund, (i) the each Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) Deliverable or to incorporate into such Deliverable(s) Deliverable and that any such Deliverable(s)Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the each Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)Deliverables Confidential Information of each Fund. All Confidential Information of each Fund shall be and shall remain the property of each Fund and shall remain protected under Section 22. C. During the term of this Agreement DST will use on behalf of each Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes that constitute substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. Each Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

Appears in 1 contract

Samples: Agency Agreement (Nuveen Enhanced High Yield Municipal Bond Fund)

Changes and Modifications. (i) DST SS&C GIDS shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder, the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days’ prior notice to allow the Fund to change its procedures and DST SS&C GIDS provides the Fund with revised operating procedures and controls. (ii) All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DSTSS&C GIDS. The parties Parties recognize that during the Term of this Agreement the Fund will disclose to DST SS&C GIDS Confidential Information and DST SS&C GIDS may partly rely on such Confidential Information to design, structure or develop one or more Deliverables. Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DSTSS&C GIDS’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s) and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST SS&C GIDS and (ii) the Fund hereby grants DST SS&C GIDS a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s)

Appears in 1 contract

Samples: Services Agreement (Bain Capital Private Credit)

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