Common use of Confidential Information of the Manager Clause in Contracts

Confidential Information of the Manager. 16.8.1 The Company and the FRBNY agree that confidential information and advice furnished by the Manager to the Company and the FRBNY, including without limitation information evidencing the Manager’s expertise, investment strategies, or trading activities (“Manager’s Confidential Information”), has been developed by the Manager through the application of methods and standards of judgment and through the expenditure of considerable work, time, and money, and is the exclusive and proprietary intellectual property of the Manager. To the extent technically feasible with reasonable effort, the Manager shall xxxx any material it considers to be the Manager’s Confidential Information as “confidential.” The Company and the FRBNY shall have no obligation under this Section 16.8 with respect to any information that: (a) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the Company or the FRBNY in violation of this Section 16.8; (b) is subsequently learned from a third party that, to the knowledge of the Company and the FRBNY, is not under an obligation of confidentiality to the Manager; (c) was known to the Company, the FRBNY, another Federal Reserve Entity, or the UST at the time of disclosure other than under a confidentiality restriction; or (d) is generated independently by the Company, the FRBNY, another Federal Reserve Entity, or the UST the without reference to the Manager’s Confidential Information.