Common use of Confidential Information Clause in Contracts

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates under common control with Recipient on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub- Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Fund, and any non-public information provided by the Discloser, either verbally or in writing, in connection with discussions, in-person or otherwise, related to any aspect of the Discloser's business, operations and personnel matters (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to prevent the Confidential Information from being disclosed to third persons. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade industry at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants and other advisers of the Recipient and its affiliates and (ii) employees of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade industry at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (where permitted to do so) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (d) In the event that the Recipient is requested or required to provide Confidential Information to regulatory authorities having the requisite authority, the Recipient will, to the extent practicable, give the Discloser prompt written notice of such request or requirement.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this AgreementAgreement or to comply with applicable law or regulation. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, regulatory inquiries or examinations, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include: (a) information that is generally available to and known by the Discloser public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf; or (b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall be used only not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other party hereto property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information. Pursuant to the Defend Trade Secrets Act of 2016, the Employee acknowledges that the Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (the “Recipient”A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purposes purpose of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent reporting or investigating a suspected violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgelaw; or (vB) has been rightfully and lawfully obtained is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Recipient from any third party. (c) In Company for reporting a suspected violation of law, Employee may disclose the event that trade secret to Employee’s attorney and may use the Recipient is requested or required (by deposition, interrogatories, requests for trade secret information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any the court proceeding, if Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationcourt order.

Confidential Information. (ai) Each party The Executive agrees that it during his employment with the Company for any reason and for a period of five years following his Separation from Service, he will treat confidentially all not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information provided deemed to be confidential by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings member of the Portfolio or the Fund Company Group (“Confidential Information”). All ) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall does not include any information that: which (ix) is available to the general public when provided or thereafter becomes public through no wrongful act is generally available within the relevant business or industry other than as a result of the Recipient; Executive’s action or (iiy) is demonstrably known or becomes available to the Recipient prior to execution Executive after his Separation from Service on a non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient confidentiality. Confidential Information may be in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any medium or knowledge; form, including, without limitation, physical documents, computer files or (v) has been rightfully disks, videotapes, audiotapes, and lawfully obtained by the Recipient from any third partyoral communications. (cii) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, Executive becomes legally compelled to disclose any of the Discloser’s Confidential Information, the Recipient will give Executive shall provide the Discloser Company with prompt written notice of such request or requirement to allow so that the Discloser an opportunity to obtain Company may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy. In the event that such protective order or other remedy is not obtained, disclosure the Executive shall be made of furnish only that portion of the such Confidential Information that or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. (iii) The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. (iv) The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement, or in order to comply with applicable law. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, including regulatory inquiries), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (d) In the event that the Recipient is requested or required to provide Confidential Information to regulatory authorities having the requisite authority, the Recipient will provide only such information necessary to satisfy the request or requirement and will, to the extent practicable, give the Discloser prompt written notice of such request or requirement.

Confidential Information. (a) Each party The Seller Group hereby agrees that, during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreementshall, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and cause its affiliates on a need-Representatives to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act treat and hold in strict confidence any Purchaser Confidential Information, and will not use for any purpose (except in connection with the consummation of the Recipienttransactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of the Purchaser or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential Information without the Purchaser’s prior written consent; and (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested Seller Group or required (by depositionany of its Representatives, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process)during the Interim Period or, in connection the event that this Agreement is terminated in accordance with any proceedingArticle VIII, for a period of two (2) years after such termination, becomes legally compelled to disclose any of the Discloser’s Purchaser Confidential Information, (A) provide the Recipient will give Purchaser to the Discloser extent legally permitted with prompt written notice of such request requirement so that the Purchaser or requirement to allow the Discloser an opportunity to obtain Affiliate thereof may seek, at Purchaser’s cost, a protective order Order or otherwise other remedy or waive compliance with this Section 5.18(a), and (B) in the event that such protective Order or other remedy is not obtained, or the Purchaser waives compliance with this Section 5.18(a), furnish only that portion of such Purchaser Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Purchaser Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Seller Group shall, and shall cause its Representatives to, promptly deliver to the Purchaser or destroy (at the Purchaser’s election) any and all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Seller Group and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any Purchaser Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, the Seller Group and its Representatives shall be permitted to disclose any and all Purchaser Confidential Information to the extent required by the Federal Securities Laws. (b) The Purchaser hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Seller Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Seller Confidential Information without the Seller’s prior written consent; and (ii) in the event that the Purchaser or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination (and continuing with respect to Seller Confidential Information that is a Trade Secret so long as such Trade Secret is protectable under applicable Law), becomes legally compelled to disclose any Seller Confidential Information, (A) provide the Seller to the extent legally permitted with prompt written notice of such requirement so that the Seller may seek, at the Seller’s sole expense, a protective Order or other remedy or waive compliance with this Section 5.18(b) and (B) in the event that such protective order Order or other remedy is not obtained, disclosure shall be made of or the Seller waives compliance with this Section 5.18(b), furnish only that portion of the such Seller Confidential Information that which is legally required to be disclosedprovided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Seller Confidential Information. All In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Purchaser shall, and shall cause its Representatives to, promptly deliver to the Seller or destroy (at the Seller’s election) any and all copies (in whatever form or medium) of Seller Confidential Information disclosed as and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Purchaser and its Representatives shall be entitled to keep any records required by law applicable Law or bona fide record retention policies; and provided, further, that any Seller Confidential Information that is not returned or destroyed shall nonetheless continue remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, the Purchaser and its Representatives shall be deemed permitted to disclose any and all Seller Confidential InformationInformation to the extent required by the Federal Securities Laws.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and to broker-dealers, banks, and other third parties solely for the purposes of rendering services under this Agreement, and to a regulatory authority. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Funds (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to #498497 allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice notice, to the extent it is legally permissible to do so, of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. In order to assist Consultant in performing the Services, Nuvilex may supply Consultant, from time to time, with confidential information concerning Nuvilex. Consultant shall hold such information confidential and not disclose to others, either directly or indirectly, any and all such confidential information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information, which may be learned by Nuvilex or any of its subsidiaries and affiliated companies (a) Each party agrees that it will treat confidentially all information provided by any other party (the collectively, “DiscloserNuvilex Group”) regarding before and during the Discloser’s businesses and operationsTerm (collectively, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided , unless such information has been furnished directly to Consultant by the Discloser shall be used only Nuvilex Group and Consultant is advised in writing by Nuvilex that such information is not Confidential Information. Consultant acknowledges that the other party hereto (the “Recipient”) solely for the purposes terms and conditions of rendering services pursuant this Agreement are deemed confidential by Nuvilex and agrees not to this Agreement, and shall not be disclosed disclose any information regarding it to any third party, without the prior written consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Nuvilex. All documents containing Confidential Information shall be returned to Nuvilex, and no copies shall be retained by Consultant upon the termination of this Agreement or expiration of the Term. Notwithstanding the foregoing, such duty of confidentiality does not include any information thatextend to information: (i) which is or comes into the public when provided or thereafter becomes public through no wrongful act of the Recipientdomain; (ii) is demonstrably known to the Recipient prior to execution rightfully obtained from third parties under a duty of this Agreementconfidentiality; or (iii) which is independently developed by without reference to the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In The duties of confidentiality imposed by this Agreement shall survive any termination of this Agreement or expiration of the event that such protective order or other remedy is not obtainedTerm for a period of 3 years. All data and information developed by Consultant (including notes, disclosure summaries, and reports) while performing the Services shall be made kept strictly confidential and shall not be revealed to third parties without the prior written consent of only that portion of the Confidential Information that is legally required to be disclosedNuvilex. All Confidential Information disclosed as required such data and information shall be owned by law Nuvilex and shall nonetheless continue be delivered to be deemed Confidential InformationNuvilex by Consultant at the request of Nuvilex.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the a Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by an investment professional, acting reasonably (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this AgreementAgreement (or for a specific business purpose in managing the Adviser’s business) who are under a duty or contract of confidentiality. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (e) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser’s investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements).

Confidential Information. a. In addition to the parties other obligations under this Agreement and with respect to any Confidential Information received by the Recipient from the Discloser, the Recipient shall: (ai) Each party agrees protect and maintain confidentiality of the Confidential Information using the same care that it will treat confidentially all information provided by would use for its own confidential information, but in any other party event no less than reasonable care; (ii) use the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, fulfilling its obligations under the Agreement and shall not be disclosed to any third party, without only for the prior consent benefit of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by not disclose any Confidential Information of Discloser to third parties or to Recipient’s employees, except where employees of Recipient have a need to know about the Recipient through no wrongful act Confidential Information and are subject to obligations of the Recipient confidentiality at least as restrictive as those in the ordinary course of business outside of this Agreement; (iv) cease use of such Confidential Information immediately upon termination or expiration of the Agreement and remove all Confidential Information from the active Combined Dataset; however, due to the need to maintain backup data, Confidential Information included on tapes and other media that is generally employed by not part of the trade active Combined Dataset will not be removed; and (v) not attempt to reverse engineer, decompile or create derivate works from or using the Confidential Information. b. The confidentiality obligations of this Section 6 shall terminate with respect to any Confidential Information when the Recipient can prove that such information was (i) in the public domain at the time that of Discloser’s communication to the Recipient learns Recipient, or it subsequently entered the public domain through no fault of such information or knowledge; or the Recipient, (vii) has been rightfully and lawfully obtained by in the Recipient from Recipient’s possession free of any third party. (c) In obligation of confidence at the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any time of the Discloser’s Confidential Informationcommunication to the Recipient, (iii) subsequently rightfully communicated to the Recipient will give the Discloser prompt written notice free of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtainedany obligation of confidence, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.or

Confidential Information. (a) Each party agrees that it will treat confidentially all Any information provided concerning Buyer and its affiliates furnished to the Seller, or by Seller to Buyer, or any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employeestheir respective officers, attorneys, accountants accountants, consultants, representatives or agents (collectively, such party's "Representatives"), in connection with the transactions contemplated by this Agreement shall be treated as confidential information. The party so furnished the information (the "Recipient") shall not disclose such information and other advisers of shall use its best efforts to keep its Representatives from disclosing such information, except that the Recipient and its affiliates on a need-to-know basis and solely for may disclose the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any confidential information that: or portions thereof (i) is public when provided or thereafter becomes public through no wrongful act to Recipient's Representatives who need to know such information for the purpose of advising the RecipientRecipient in connection with the transactions contemplated by this Agreement; (ii) if, at the time of the disclosure, the confidential information is demonstrably generally available to and known to by the Recipient prior to execution public (other than as a result of this Agreementdisclosure directly or indirectly in violation of any duty of confidentiality); or (iii) is if the information has been independently acquired or developed by the Recipient through no wrongful act without violating a duty of confidentiality. To the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time extent that the Recipient learns or one of its Representatives may become legally compelled to disclose any confidential information not encompassed by (i), (ii), or (iii) above, the Recipient or its Representative may disclose such information or knowledge; or (v) has been rightfully and lawfully obtained by if the Recipient from any third party. (c) has used its commercially reasonable efforts, and has afforded the delivering party the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be disclosed. In the event that the Recipient is requested or required (transactions contemplated by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Informationthis Agreement are not consummated, the Recipient will give and its Representatives shall return to the Discloser prompt delivering party all written notice of such request or requirement to allow information furnished by the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationdelivering party.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include: (a) information that is generally available to and known by the Discloser public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee's behalf; or (b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall be used only not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other party hereto property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information. Pursuant to the Defend Trade Secrets Act of 2016, the Employee acknowledges that the Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (the “Recipient”A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purposes purpose of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent reporting or investigating a suspected violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgelaw; or (vB) has been rightfully and lawfully obtained is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Recipient from any third party. (c) In Company for reporting a suspected violation of law, Employee may disclose the event that trade secret to Employee’s attorney and may use the Recipient is requested or required (by deposition, interrogatories, requests for trade secret information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any the court proceeding, if Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationcourt order.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Subadviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Funds (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund Funds (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably previously known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided 8.1 Save as may be required by operation of law or the rules of any Stock Exchange or by any other party (authority of competent jurisdiction, the “Discloser”) regarding Proposer:- 8.1.1 shall keep strictly confidential all confidential information received, obtained or learned from RDL before or during the Discloser’s businesses and operations, including without limitation the investment activities or holdings term of the Portfolio Agreement pursuant to or in preparation or contemplation of its performance of its obligations hereunder relating to RDL or any of its officers, directors, servants, agents, customers or suppliers or to the Fund business of any of the foregoing persons, and whether or not expressly designated confidential and/or in tangible format (“Confidential "Information”"). All Confidential ; 8.1.2 shall not without the prior written consent of RDL use or permit or cause any Information provided by the Discloser shall to be used only by the other party hereto (the “Recipient”) solely save for the direct purposes of rendering services pursuant to this the Agreement, and ; and 8.1.3 shall not without the prior written consent of RDL disclose or permit or cause any Information to be disclosed to any third partyperson other than to those of its officers, without directors, servants, agents or professional advisers (a) who need to be informed thereof to enable the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants Proposer to perform its obligations hereunder or to take advice thereon and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential who have been informed of the Information's confidentiality and directed to keep it confidential and (c) who are under an enforceable obligation of confidentiality to the Proposer. 8.2 The Proposer shall forthwith notify to RDL any actual, suspected or threatened use or disclosure of RDL's Information in contravention of this Clause 8 of which it becomes aware and shall not include any information unconditionally render such assistance to restrain such use as RDL may request. 8.3 The Proposer acknowledges and agrees that: (i) , in the event of a breach or threatened breach of this Clause 8, RDL may have no adequate remedy in money or damages and accordingly may be entitled to preliminary, permanent and/or other injunctive relief. 8.4 Notwithstanding the foregoing the Proposer will have no obligation in connection with specific Information to the extent, but only to the extent, that:- 8.4.1 it is in the public when provided domain at the time it is received, obtained or thereafter learned by it; 8.4.2 it subsequently becomes part of the public domain through no wrongful act by it; or 8.4.3 it is received by the Proposer from a third party who is lawfully authorised to disclose the same without breach of the Recipient; (ii) is demonstrably known Agreement and/or of any obligation to the Recipient prior Proposer. 8.5 RDL reserves all rights in the Information, none of which are (for the avoidance of doubt) granted to execution the Proposer. 8.6 Save as set out in the Agreement or as may be required by operation of law or the rules of any Stock Exchange or by any authority of competent jurisdiction, RDL:- 8.6.1 shall keep strictly confidential all confidential information received, obtained or learned from the Proposer, or from other sources about the Proposer, before or during the term of the Agreement as a result of its normal business except for information that the Proposer makes publicly available, or when agreed between the Proposer and RDL; and 8.6.2 shall inform the Proposer, in advance, of the confidential information it intends to place in the public domain when it is so obliged by law or authorised by contractual arrangements to release confidential information. 8.7 The provisions of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient Clause 8 are additional and without prejudice to RDL's rights in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully law and lawfully obtained by the Recipient from any third partyequity. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers and agents of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential InformationInformation for purposes outside of the proceeding that necessitated a disclosure.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Discloser shall be used only by Company or the Subsidiaries, and all other party hereto (data and information concerning the “Recipient”) solely business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes of rendering services pursuant to this Agreementhereof, and Confidential Information shall not be disclosed include: (a) information that is generally available to any third partyand known by the public at the time of disclosure to the Employee, without the prior consent provided that such disclosure is through no direct or indirect fault of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of Employee or person(s) acting on the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.Employee's behalf; or (b) Confidential Information information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall not include for any information that: reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) is public when provided use for his own benefit or thereafter becomes public through no wrongful act for the benefit of the Recipient; others, (ii) is demonstrably known to the Recipient prior to execution of this Agreement; disseminate, publish or disclose, or (iii) is independently developed authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the Recipient through no wrongful act express written consent of the Recipient Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the ordinary course case of business outside of this Agreement; (ivelectronic items, permanently delete) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully all documents, records, storage, data, samples, and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any other property of the Discloser’s Confidential InformationCompany and its Subsidiaries, the Recipient will give the Discloser prompt written notice of such request together with all copies thereof which contain or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed incorporate any Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by an investment professional, acting reasonably (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this AgreementAgreement (or for a specific business purpose in managing the Adviser’s business) who are under a duty or contract of confidentiality. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (e) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following #498497 Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser’s investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements).

Confidential Information. (ai) Each party The Executive agrees that it during his employment with the Company Group for any reason and for a period of five years following his Separation from Service, he will treat confidentially all not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information provided deemed to be confidential by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings member of the Portfolio or the Fund Company Group (“Confidential Information”). All ) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall does not include any information that: which (ix) is available to the general public when provided or thereafter becomes public through no wrongful act is generally available within the relevant business or industry other than as a result of the Recipient; Executive’s action or (iiy) is demonstrably known or becomes available to the Recipient prior to execution Executive after his Separation from Service on a non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient confidentiality. Confidential Information may be in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any medium or knowledge; form, including, without limitation, physical documents, computer files or (v) has been rightfully disks, videotapes, audiotapes, and lawfully obtained by the Recipient from any third partyoral communications. (cii) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, Executive becomes legally compelled to disclose any of the Discloser’s Confidential Information, the Recipient will give Executive shall provide the Discloser Company with prompt written notice of such request or requirement to allow so that the Discloser an opportunity to obtain Company may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy. In the event that such protective order or other remedy is not obtained, disclosure the Executive shall be made of furnish only that portion of the such Confidential Information that or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. (iii) The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. (iv) The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Confidential Information. (ai) Each party The Executive agrees that it during her employment with the Company for any reason and for a period of five years following her Separation from Service, she will treat confidentially all not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information provided deemed to be confidential by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings member of the Portfolio or the Fund Company Group (“Confidential Information”). All ) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall does not include any information that: which (ix) is available to the general public when provided or thereafter becomes public through no wrongful act is generally available within the relevant business or industry other than as a result of the Recipient; Executive’s action or (iiy) is demonstrably known or becomes available to the Recipient prior to execution Executive after her Separation from Service on a non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient confidentiality. Confidential Information may be in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any medium or knowledge; form, including, without limitation, physical documents, computer files or (v) has been rightfully disks, videotapes, audiotapes, and lawfully obtained by the Recipient from any third partyoral communications. (cii) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, Executive becomes legally compelled to disclose any of the Discloser’s Confidential Information, the Recipient will give Executive shall provide the Discloser Company with prompt written notice of such request or requirement to allow so that the Discloser an opportunity to obtain Company may seek a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Informationother appropriate remedy. In the event that such protective order or other remedy is not obtained, disclosure the Executive shall be made of furnish only that portion of the such Confidential Information that or take only such action as is legally required by binding order and shall exercise her reasonable efforts to obtain reliable assurance that confidential treatment shall be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with her compliance with the immediately preceding sentence. (iii) The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. (iv) The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to her or her attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates under common control with Recipient on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information lnfonnation provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatoriesinten-ogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity oppmiunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. 4.1 No unauthorised announcement or disclosure of the Consultant involvement in the Services will be made or permitted by the Consultant or on its behalf without the prior written consent of Client. 4.2 The Consultant acknowledges that prior to or during the course of performing the Services whether before or after the signing of this Agreement certain business, financial and operational information and certain data of a secret and proprietary nature (aall such information and data being referred to as “Confidential Information”) Each party may be or may have been disclosed to the Consultant by Client or otherwise come to the attention of the Consultant. The Consultant agrees that such Confidential Information will be held in complete confidence and without Client prior written consent will not be disclosed in whole or in part at any time to any other persons nor used for any purpose other than the performance of the Services. 4.3 This undertaking does not apply to Confidential Information (i) which at the time of disclosure to the Consultant is in the public domain; (ii) which after such disclosure becomes generally available to third parties by publication or otherwise through no fault of the Consultant; (iii) which becomes rightfully known to the Consultant without confidential or proprietary restriction from a source other than Client; (iv) which the Consultant is able to prove was lawfully in the possession of the Consultant prior to such disclosure and which was not acquired directly or indirectly from Client or any of its subsidiaries. 4.4 The Consultant agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All only disclose Confidential Information provided by to its employees and the Discloser employees and agents of Client on a need to know basis. 4.5 The Consultant agrees that no right or licence is granted to it in relation to Confidential Information except as expressly set forth in this Agreement and agrees to return to Client upon demand all Confidential Information in documentary or other tangible form entrusted to it in the course of this Agreement and agrees that it will not copy, reproduce or distribute in whole or in part any such Confidential Information without Client prior written consent save insofar as may be necessary to perform the Services. 4.6 The obligations under this Clause 5 shall be used only by binding on the other party hereto (the “Recipient”) solely Consultant for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution duration of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully Agreement and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests thereafter for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of so long as the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationretains commercial value.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful wrongfu l act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund that (“i) is marked confidential (or with other similar notation) or (ii) would be considered confidential by investment professional, acting reasonably ("Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, brokers/dealers/counterparties, attorneys, accountants and other advisers advisers/service providers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes purpose of rendering services under this Agreement.Agreement (or for a specific business purpose in managing the Adviser's business) who are under a duty or contract of confidentiality, (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will will, if permitted by law or regulator, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. (e) Notwithstanding the foregoing, neither the Trust, Adviser, nor any of their affiliates or any third party to whom such information is disclosed hereunder, will use the following Confidential Information for any purpose other than for providing services under this Agreement (and in no event for external commercial benefit): Account holdings, trades and performance data, as well as information and data relating to the Sub-Adviser's investment process, investment models, portfolio analysis, shared with the Trust or Adviser from time to time (including monthly, quarterly and/or annual reports and statements).

Confidential Information. Confidential Information" means all trade secrets and proprietary or business sensitive information primarily related to the Business, whether in oral, written, graphic, machine-readable or tangible form, and whether or not registered, and including all notes, plans, records, documents and other evidence thereof, including but not limited to all: customer lists, details of client contracts and any other customer information. "Confidential Information" shall not include (a) Each party agrees that it will treat confidentially all any information provided which becomes generally available to the public other than as a result of disclosure by Seller or any other party (the “Discloser”) regarding the Discloser’s businesses and operationsrelative, including without limitation the investment activities agent or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. representative thereof; (b) Confidential Information shall not include becomes available to Seller on a non-confidential basis from a source other than Seller or any information that: (i) is public when Buyer Entity or any of its respective employees, agents or representatives, provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such source lawfully obtained such information and is not bound by a confidentiality agreement with Seller or knowledgeany Buyer Entity; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event is required to be disclosed (y) by law provided, that the Recipient if Seller is requested required by law (including, without limitation, any judicial or required (by deposition, interrogatories, requests for information administrative proceeding of any governmental or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, regulatory authority) to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser Seller shall provide Buyer with prompt written notice of any such request or requirement to allow the Discloser an opportunity and shall cooperate in full with Buyer to obtain a protective order or otherwise to pursue an action to obtain assurances a waiver from such requirement or (z) pursuant to the disclosure requirement of the rules and regulations of the Securities and Exchange Commission. If, in the absence of a protective order or other remedy, Seller is nonetheless, in the written opinion of Seller's outside counsel, legally compelled to disclose Confidential Information, Seller may, without liability hereunder disclose the Confidential Information, provided that (i) Seller gives Buyer prior written notice of the information to be disclosed, (ii) Seller only discloses that portion of the Confidential Information which counsel advises is legally required to be disclosed, and (iii) Seller uses its or his best efforts to preserve the confidentiality thereof by obtaining reasonable assurance that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. In connection with the rendering of services hereunder, ADVISOR has been and will be furnished with certain confidential information (averbally or by written means) Each party agrees that it will treat confidentially all of IMAC, its affiliates including, but not limited to, business information, financial statements and information, cost and expense data, scientific data, intellectual property, trade secrets, business strategies, marketing and customer data, and such other information provided by any other party not generally available from public or published information sources. Such information (the “Discloser”whether or not classified or identified as confidential) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (shall be deemed “Confidential InformationMaterial”). All Confidential Information provided by the Discloser , shall be kept strictly confidential, used only by solely in connection with the other party hereto (the “Recipient”) solely for the purposes provision of rendering services pursuant to this Agreementcontemplated hereby, and shall not be disclosed to any third partyby ADVISOR, or its affiliates, directors, officers, employees and representatives without the prior written consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) IMAC. In the event that the Recipient ADVISOR is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, applicable law to disclose any of the Discloser’s Confidential InformationMaterial to a regulatory or government authority, the Recipient ADVISOR will give the Discloser deliver to IMAC prompt written notice of such request requirement (by fax or requirement overnight courier promptly following ADVISOR’s knowledge or determination of such requirement) prior to allow such disclosure so IMAC may seek an appropriate protective order and/or waive compliance of this provision. If, in the Discloser an opportunity to obtain absence of a protective order (because IMAC elected not to seek such an order or otherwise obtain assurances that confidential treatment will be accorded it was denied by a court of competent jurisdiction) or receipt of written waiver, ADVISOR is nonetheless, in the written opinion of its counsel, compelled to disclose any Confidential Material, ADVISOR may do so by giving due consideration to any comments received from IMAC in relation to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationwithout liability hereunder.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, to the extent allowed by the law, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party The Recipient of Confidential Information from the Discloser undertakes to the Discloser to: (i) use the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings Confidential Information of the Portfolio Discloser only for the purpose of this Agreement; and (ii) not disclose or allow to be disclosed any Confidential Information from the Fund Discloser except as permitted in this clause 8 or to its Personnel to the extent its Personnel need to know that Confidential Information for the purposes of this Agreement or a Statement of Work. (“Confidential Information”). All b) A Recipient may disclose the Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant in order to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.comply with: (b) Confidential Information shall not include any information that: (i) is public when provided any applicable law or thereafter becomes public through no wrongful act legally binding order of the Recipientany court, government, semi- government authority, administrative or judicial body; or (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed as authorised in writing by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third partyDiscloser. (c) In the event that the Before any disclosure is made by a Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar processunder clause 8.1(b), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will must: (i) (unless it is prohibited to do so by law) give notice to the Discloser prompt written notice with full details of such request the circumstances of the proposed disclosure of the relevant Confidential Information to be disclosed; and (ii) with as much time as reasonably possible in all the circumstances to challenge the proposed disclosure in a court of law or requirement appropriate body. (d) Upon the expiration or termination of this Agreement or upon demand by the Discloser, the Recipient must promptly return to allow the Discloser an opportunity to obtain a protective order (or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In if the event that such protective order or other remedy is not obtainedDiscloser requests, disclosure shall be made of only that portion destroy) all materials containing any of the Confidential Information that is legally required to be disclosedin the Recipient's possession or control. All Notwithstanding the above, both Rapid Circle and the Customer may keep a copy of the other party’s Confidential Information disclosed in so far as required by law shall nonetheless continue to be deemed Confidential Informationit is relevant, and solely for the purpose, of keeping a business record of the Services provided under this Agreement.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering ofrendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested req uested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. a. The Parties acknowledge that during the course of the Agreement, the Parties (a) Each party agrees that it will treat confidentially all information provided by any other party (the Discloser being the “Discloser”) regarding ” and the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (Recipient the “Recipient”) solely for may make confidential data available to each other or may otherwise have access to proprietary or confidential information regarding the purposes Issuer, its holders of rendering services pursuant Shares, or the Transfer Agent, or its or their affiliates (collectively, “Confidential Data”). Confidential Data includes all information not generally known or used by others and which gives, or may give the possessor of such information an advantage over its competitors or which could cause the Issuer or the Transfer Agent injury, loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to: data or information that identifies past, current or potential customers, holders of Shares, business practices, financial results, fees, research, development, systems and plans; certain information and material identified by the Discloser as “Proprietary” or “Confidential,” data that the Transfer Agent furnishes to the Issuer from the Transfer Agent’s database, data received from the Issuer and enhanced by the Transfer Agent; and/or data or information that the Recipient be reasonably be expected to know is Confidential. Confidential Data may be written, oral, recorded, or maintained on other forms of electronic media. Confidential Data does not include data publicly displayed on the NetCapital website as contemplated by this Agreement, and shall not be disclosed to any third party, without the prior consent . Because of the Discloser, except for a limited number sensitive nature of employees, attorneys, accountants and other advisers of the information that the Recipient and its affiliates on employees or agents may obtain as a need-to-know basis result of this Agreement, the intent of the parties is that these provisions be interpreted as broadly as possible to protect Confidential Data. This Agreement, together with the exhibits and solely for schedules referred to herein or delivered pursuant hereto, are Confidential and Proprietary, and shall be treated as Confidential Data by the purposes parties hereto. The Transfer Agent acknowledges that all Confidential Data furnished by the Issuer is considered proprietary and strictly confidential. The Parties agree to maintain security measures to protect Confidential Data in its possession. b. The Transfer Agent shall maintain the confidentially of rendering services under all information and material regarding the Shares and holders of the Shares, other than as set forth herein and/or agreed to by NetCapital or the Issuer in writing, or if required by court order or other legal process. This Section 17b shall survive termination of this Agreement. (b) c. The Recipient agrees to hold as confidential all Confidential Data it receives from the Discloser. As between the Recipient and Discloser, ownership of Confidential Data shall remain with the Discloser, and Recipient shall not take any ownership interest in or right to use the Confidential Data unless expressly agreed to in writing by the Discloser. The Recipient will use at least the same care and discretion to avoid unauthorized use and disclosure of the Discloser’s Confidential Data as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care and no less than is required by law. The Recipient may only use and disclose Confidential Information shall not include any information thatof the Discloser only as necessary for the following “Permitted Purposes”: (1) performing its obligations under this Agreement; (2) in the case of the Issuer, deriving the reasonable and intended benefit from the services provided by the Transfer Agent under this Agreement; and (3) as otherwise specifically permitted in writing by the Discloser in this Agreement or elsewhere. The Recipient may disclose Confidential Data to: (i) is public when provided or thereafter becomes public through no wrongful act its employees and employees of the Recipientpermitted subcontractors and affiliates who have a need to know; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient its attorneys and accountants as necessary in the ordinary course of business outside its business; (iii) any regulatory authority, including the SEC and, if applicable, DTCC; and (iv) any other party with the Discloser’s prior written consent. Without limiting the foregoing, the parties further agree, subject to applicable law and regulations, that: (x) Confidential Data shall not be distributed, disclosed, or conveyed to any third party except by prior written approval of the Discloser; (y) no copies or reproductions shall be made of any Confidential Data, except as needed to provide the services described in this Agreement; and (ivz) is generally employed by the trade at the time that the Recipient learns shall not use any Confidential Data for its own benefit or for the benefit of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event d. The Parties acknowledge that the Recipient is requested unauthorized use or required (by depositiondisclosure of any Confidential Data may cause irreparable harm to the Discloser. Accordingly, interrogatoriesthe Parties agree that the Discloser shall be entitled to equitable relief, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process)including injunctive relief, in connection with additional to all other remedies available at law for any proceeding, to disclose threatened or actual breach of this Agreement or any threatened or actual unauthorized use or disclosure of the Discloser’s Confidential InformationData. e. Except as prohibited by applicable law or regulation, the Recipient will give shall promptly notify the Discloser prompt written notice in writing of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order any subpoena, summons or other remedy is not obtainedlegal process served on the Recipient for the purpose of obtaining Confidential Data (i) consisting of a list of holders of Shares, disclosure shall be made of only that portion such as an identified class of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.Issuer’s holders of Shares, or

Confidential Information. (a) Each party agrees that it will treat confidentially all All non-public, confidential or proprietary information provided by any other party (the “Discloser”) regarding the Discloser’s businesses of Xxxxx and its affiliates, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, including without limitation the investment activities customer lists, pricing, discounts or holdings of the Portfolio rebates, disclosed by Xxxxx to Seller, whether disclosed orally or the Fund disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential (collectively, “Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) , and is solely for the purposes purpose of rendering services pursuant to performing this Agreement, Agreement and shall may not be disclosed or copied unless authorized in advance by Xxxxx in writing. Upon Xxxxx'x request, Seller shall return all Confidential Information within five (5) business days of such request. Xxxxx shall be entitled to injunctive relief for any third party, without the prior consent violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this AgreementSection. (b) Notwithstanding the foregoing, Seller may disclose Confidential Information shall not include any information that: to its representatives and subcontractors (if such contractors are permitted by Serck in its sole discretion per Section 19), each with a need to know such Confidential Information in order to perform their duties in connection with the Agreement; provided that (i) is public when provided or thereafter becomes public through no wrongful act Seller advises its representatives and subcontractors of the Recipient; confidential nature thereof and (ii) is demonstrably known such representatives and subcontractors are bound by confidentiality obligations at least as stringent as those set forth herein. Seller shall be liable to the Recipient prior Xxxxx for any failure by any of its representatives or subcontractors to execution of comply with this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third partySection. (c) In This Section does not apply to information that is: (a) in the event that public domain (other than through a breach of this Agreement); (b) was lawfully known to Seller at the Recipient is requested time of disclosure; or required (c) rightfully obtained by deposition, interrogatories, requests for information or documents Seller from a third party who does not owe Xxxxx an obligation of confidence in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, relation to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationit.

Confidential Information. (a) Each party agrees Consultant acknowledges that it Company possesses and will treat confidentially all information provided by any other party (possess Confidential Information that is important to Company’s business, that unauthorized disclosure of Confidential Information will damage Company’s business, and that Company’s business is substantially dependent on the “Discloser”) regarding the Discloser’s businesses and operationscontinuing secrecy of its Confidential Information. For purposes of this Agreement, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”)” includes, but is not limited to, all information and data in whatever form disclosed (whether oral or in eye-readable or machine-readable format, and whether disclosed to Consultant directly, indirectly, intentionally or inadvertently by Company, any such other company, any agent, representative, or employee of any of the foregoing entities, or by any third party) concerning the business, financial condition, operations, assets, trade secrets, inventions, know-how, ideas, procedures, formulations, compounds, biologics, developmental or experimental work, clinical or other programs, and plans for research and development of Company. All Confidential Information also includes any written work product or deliverables provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services Consultant to Company pursuant to this Agreement. Notwithstanding the foregoing, Confidential Information does not include information Consultant can demonstrate by competent evidence: a) is in the public domain by use and/or publication at the time of his receipt from or on behalf of Company or thereafter enters into the public domain through no fault of Consultant; b) was already in Consultant’s possession prior to receipt from or on behalf of Company; or c) is properly obtained by Consultant from a third party with a valid right to disclose such Confidential Information and such third party is not under a confidentiality obligation to Company. Consultant shall maintain in strict confidence and shall not be disclosed to any third partynot, without the prior written consent of the DiscloserCompany, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act use, except in the course of performance of the Recipient; Services for Company, disclose or give to others any Confidential Information, or (ii) is demonstrably known to make any copies of Confidential Information, except when appropriate for performance of the Recipient prior to execution Services or the furtherance of the business of Company. Consultant shall, promptly upon request, whether during or after the term of this Agreement; (iii) is independently developed by the Recipient through no wrongful act , return to Company any and all written, documentary, machine-readable or other elements or evidence of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, and any copies of Confidential Information that may be in Consultant’s possession or under Consultant’s control, and upon request shall certify to Company the Recipient will give the Discloser prompt written notice return of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to all such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.​

Confidential Information. A. Subject to the publication rights set out in section 7 below, the Investigator and the Institution agree to keep in confidence any written information expressly marked as “confidential” that is forwarded by the Sponsor to the Investigator or the Institution for purpose of the Study (or such oral information which is clearly defined as confidential upon its disclosure); or (b) information that comprises the Proprietary Data of the Sponsor as defined in section 8 hereto (the information described in clauses (a) Each party agrees that it will treat confidentially all information provided by any other party and (b) above being collectively the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All However, the obligation of non-disclosure and non-use shall not apply to the following: (1) Information that is or becomes publicly available other than as a result of disclosure by the Investigator or the Institution; (2) Information that the Institution can demonstrate based in records is already independently known by the Investigator, or employees of the Institution and/or the HMO, prior to its disclosure; or (3) Information that the Institution can demonstrate based in records was independently developed by employees of the Institution or of HMO who have not been exposed to the Confidential Information; (4) Information at or after such time that the Institution can demonstrate based in records that the same is disclosed on a non confidential basis to the Investigator or the Institution or the HMO, or their employees, by a third party; or (5) Information that the disclosure thereof is required under any law, court writ or any competent authority. However, if the Investigator and/or the Institution are legally required to disclose any Confidential Information provided by the Discloser to a court or governmental authority, prompt written notice thereof shall be used only by given to the other party hereto (Sponsor. B. The obligations of non-disclosure hereunder shall continue for 3 years after the “Recipient”) solely termination of this Agreement for any reason whatsoever. C. At the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent request of the DiscloserSponsor, the Investigator or the Institution, as the case may be, will return to the Sponsor all copies or other manifestations of Confidential Information that may be in the possession of the Investigator or the Institution, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known materials that have to the Recipient prior to execution of this Agreement; (iii) is independently developed be retained by the Recipient through no wrongful act of Investigator or the Recipient in the ordinary course of business outside of this Agreement; (ivInstitution as aforementioned and subject further to Section 4(B) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third partyhereto. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. 16.1 Each Party (as a Recipient) undertakes to and agrees with the other Party (as a Disclosing Party) as follows:‌ (a) Each party agrees that to hold and procure the holding of Confidential Information received by it will treat confidentially all information provided by in confidence and not to disclose or permit it to be made available to any person, firm or company other party than to the Recipient’s Permitted Representatives without the Disclosing Party’s prior written consent; (b) only to use the “Discloser”Confidential Information for the Purpose and not to copy, record, reduce to writing or otherwise reproduce any Confidential Information except as strictly necessary for the Purpose; (c) regarding to apply the Discloser’s businesses and operations, including without limitation same standard of care to protect the investment activities or holdings confidentiality of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by as the Discloser Recipient applies to its own confidential information which shall in any event be used only by a standard consistent with best practice in the other party hereto UK. (the “Recipient”d) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent ensure that each Permitted Representative of the Discloser, except for a limited number Recipient is made fully aware in advance of employees, attorneys, accountants the confidential nature of the Confidential Information and other advisers the Recipient’s obligations under this Agreement and to procure that each of its Permitted Representatives complies with the Recipient’s obligations set out in this letter agreement as if such Permitted Representative was the Recipient; (e) upon written demand from the Disclosing Party at any time either to return the Disclosing Party’s Confidential Information and any copies of it or to confirm to the Disclosing Party in writing that all such Confidential Information has been destroyed and permanently erased from the computer and communication systems and devices of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.Permitted Representatives save for (bi) Confidential Information shall not include any information that: (i) is public when provided retained under legal, regulatory, professional standards or thereafter becomes public through no wrongful act of compliance requirements applicable to the Recipient; Recipient or its Permitted Representatives, (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests computer back-up copies retained for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.security purposes and

Confidential Information. (a) Each party agrees The Recipient shall protect the Confidential Information and Confidential Materials of the Discloser against any Unauthorized Use to the same extent that it will treat confidentially all information the Recipient protects its own Confidential Information and Confidential Materials of a similar nature against Unauthorized Use, but in any event shall use at least a reasonable standard of care; provided that the Confidential Information and Confidential Materials of the Discloser are conspicuously marked or otherwise identified as confidential or proprietary upon receipt by any other party (the “Discloser”) regarding Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information or Confidential Materials of the Discloser’s businesses . Each Party reserves ownership of its own Confidential Information and operations, including without limitation the investment activities or holdings Confidential Materials. The Recipient shall use any Confidential Information and Confidential Materials of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and for which it is provided by the Discloser. This section shall not be disclosed interpreted or construed to prohibit: (a) any third partyDevelopment, without Making, Distribution or Use which is necessary or appropriate in connection with the prior consent Recipient's performance of the Discloser, except for a limited number its obligations or exercise of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services rights under this Agreement.Agreement (e.g., pursuant to the Research Program) or any other agreement between the Parties; (b) Confidential Information shall not include any information that: Use, Development, Making or Distribution required by applicable law (i) is public when e.g., pursuant to applicable securities laws or legal process), provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, uses reasonable efforts to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written reasonable advance notice of such request or requirement thereof (e.g., so as to allow afford the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective intervene and seek an order or other remedy is not obtained, appropriate relief for the protection of its Confidential Information from any Unauthorized Use or disclosure); or (c) any Use or disclosure shall be made of only that portion with the consent of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential InformationDiscloser.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering ofrendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information lnfonnation disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. a. A Recipient must: (ai) Each party agrees that it will treat confidentially at all information provided by any other party (the “Discloser”) regarding times keep the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by absolutely secret and confidential and not directly or indirectly disclose or communicate the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed Discloser’s Confidential Information to any third party, party at any time or permit or suffer such information to be disclosed or communicated without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.’s authority; (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient not copy, reproduce or reverse engineer in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information any manner or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose form any of the Discloser’s Confidential Information; (iii) only use the Discloser’s Confidential Information for the sole purpose of this Contract; and (iv) take all steps and do all such things as may be necessary or desirable to safeguard the confidentiality of the Discloser’s Confidential Information. b. Notwithstanding any other provision of this Contract a Recipient: (i) will not breach its obligations of confidence under this Contract by reason solely of disclosing the Discloser’s Confidential Information if strictly required to do so by law or a stock exchange, the Recipient will provided that it must first give reasonable notice to the Discloser prompt written notice of such request or requirement prior to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances actually disclosing that confidential treatment will be accorded to such Confidential Information. In ; (ii) may disclose the event that such protective order or other remedy is not obtainedDiscloser’s Confidential Information to its officers, disclosure shall be made of only that portion of employees, advisers and agents who have a specific need to know the Confidential Information that is legally required to be disclosed. All for the purposes of this Contract, provided they have been made aware of the terms upon which the Confidential Information has been disclosed as required by law shall nonetheless continue to be deemed Confidential Information.the Recipient and the consequences of disclosing such information to a third party; (iii) may, where the recipient is MAC (or its relevant contractor or nominee), use any information obtained through the remote access and monitoring of the System referred to in clause 23(a)(ii) to (A) perform the Works (including any warranty obligations),

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except (i) as required to be disclosed by applicable law, subject to paragraph (c) below, or (ii) for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.or

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants accountants, and other advisers of the Recipient and its affiliates affiliates, and (ii) employees of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Notwithstanding the foregoing, the Sub-Adviser hereby agrees that the Adviser may provide information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to Adviser’s analysts and portfolio managers assigned to the asset class(es) in which the Portfolio or Fund invests in connection with the management of portfolios in the discretionary investment programs through which the Fund is offered, and to any third party in compliance with the Trust’s policies on disclosure of portfolio holdings. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering ofrendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the a Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement (to the extent permitted by applicable law) to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party The Company and the Seller hereby agrees that it will treat confidentially all information provided by any other party during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (the “Discloser”2) regarding the Discloser’s businesses and operationsyears after such termination, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreementthey shall, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-cause their respective Representatives to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act treat and hold in strict confidence any Purchaser Confidential Information, and will not use for any purpose (except in connection with the consummation of the Recipienttransactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of the Purchaser or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential Information without the Purchaser’s prior written consent; and (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested Company, the Seller or required (by depositionany of their respective Representatives, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process)during the Interim Period or, in connection the event that this Agreement is terminated in accordance with any proceedingArticle VIII, for a period of two (2) years after such termination, becomes legally compelled to disclose any of the Discloser’s Purchaser Confidential Information, (A) provide the Recipient will give Purchaser to the Discloser extent legally permitted with prompt written notice of such request requirement so that the Purchaser or requirement to allow the Discloser an opportunity to obtain Affiliate thereof may seek, at Purchaser’s cost, a protective order Order or otherwise other remedy or waive compliance with this Section 6.15(a), and (B) in the event that such protective Order or other remedy is not obtained, or the Purchaser waives compliance with this Section 6.15(a), furnish only that portion of such Purchaser Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Purchaser Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company and the Seller shall, and shall cause their respective Representatives to, promptly deliver to the Purchaser or destroy (at Purchaser’s election) any and all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Company and the Seller and their respective Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any Purchaser Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. (b) The Purchaser hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that the Purchaser or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 6.15(b) and (B) in the event that such protective order Order or other remedy is not obtained, disclosure shall be made of or the Company waives compliance with this Section 6.15(b), furnish only that portion of the such Company Confidential Information that which is legally required to be disclosed. All provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information; provided, that with respect to Company Confidential Information disclosed constituting trade secrets under applicable Law and has been identified as such to the Purchaser in writing prior to or promptly after its disclosure to the Purchaser or its Representatives, such covenants shall apply for as long as such Company Confidential Information constitutes a trade secret under applicable Law and continues to constitute Company Confidential Information under this Agreement. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Purchaser shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at the Purchaser’s election) any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Purchaser and its Representatives shall be entitled to keep any records required by law applicable Law or bona fide record retention policies; and provided, further, that any Company Confidential Information that is not returned or destroyed shall nonetheless continue remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, the Purchaser and its Representatives shall be deemed permitted to disclose any and all Company Confidential InformationInformation to the extent required by the Federal Securities Laws.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants accountants, and other advisers of the Recipient and its affiliates under common control with Recipient and (ii) employees of such of the Recipient’s affiliates, on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates. (d) Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Portfolio or the Fund (including, but not limited to, the identity and market value of the Fund), Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “"Discloser”") regarding the Discloser’s 's businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (“"Confidential Information”"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “"Recipient”") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade industry at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s 's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will treat confidentially all acquire information provided by any other party about matters and things which are confidential to the Company and/or the Subsidiaries (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All , and which Confidential Information provided is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include: (a) information that is generally available to and known by the Discloser public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee's behalf; or (b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement. The Employee agrees that during the Term and at all times thereafter, he shall not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information. Under the federal Defend Trade Secrets Act of 2016, the Employee shall not be used only by held criminally or civilly liable under and federal or state trade secret law for the other party hereto disclosure of a trade secret that: (the “Recipient”a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purposes purpose of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent reporting or investigating a suspected violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. law; or (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known made to the Recipient prior Employee’s attorney in relation to execution a lawsuit for retaliation against the Employee for reporting a suspected violation of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgelaw; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested made in a complaint or required (by deposition, interrogatories, requests for information other document filed in a lawsuit or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any other proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of if such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy filing is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationunder seal.

Confidential Information. Each of the parties (ain such capacity, the "Recipient") Each party agrees that it will treat confidentially all information provided by any relating to the business, customers and operations of the other parties and their affiliates that is obtained in connection with the subject matter of this Agreement (except Subscriber List Information, which is subject to the restrictions on use contained in Section 3.6) is the confidential information ("Confidential Information") of the party as to which such information relates (the “"Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”"). All Confidential Information provided by the Discloser The Recipient shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third partynot, without the prior written consent of the Discloser, except for a limited number use Confidential Information of the Discloser other than in connection with the performance of its obligations hereunder or disclose or permit access to any Confidential Information by any third party. The Recipient shall use the same degree of care that it uses with respect to its own confidential information and take the same action as it does with respect to its own confidential information to cause its officers, employees, attorneys, accountants agents and other advisers representatives to take such action as shall be necessary or advisable to preserve and protect the confidentiality of Confidential Information of the Discloser. The Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include be obligated to treat as confidential pursuant to this Section 10.4 any information that: that (ia) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably rightfully known to the Recipient prior to execution of this Agreementits disclosure by the Discloser; (iiib) is released by the Discloser or its affiliate to any other person, firm or entity without a confidentiality restriction; (c) is independently developed by the Recipient through no wrongful act without any reliance on Confidential Information of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledgeDiscloser; or (vd) has been rightfully and lawfully obtained by the Recipient from any third party. (c) is or later becomes publicly available without violation of this Agreement or other confidentiality restriction. In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any produce Confidential Information of the Discloser’s Confidential InformationDiscloser in compliance with applicable law or a court order, the Recipient will give it shall provide the Discloser prompt written immediate notice of such request or requirement to allow required disclosure such that the Discloser shall have an opportunity to obtain object to and/or attempt to limit such production. The parties acknowledge and admit that there would be no adequate remedy at law for a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made breach of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationthis Section 10.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except (i) as required to comply with applicable law, rule or regulation, (ii) as requested by regulatory authorities having jurisdiction over a party to this Agreement or (iii) for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. For the avoidance of doubt, the Sub-Adviser may use the performance of the Portfolio in its composite performance, without attribution to the Fund or Portfolio. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will (to the extent not prohibited under applicable law or by the applicable regulatory or administrative body) give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, (i) attorneys, accountants and other advisers of the Recipient and its affiliates on and (ii) employees of the Recipient’s affiliates, a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all information provided 8.1 Save as may be required by operation of law or the rules of any Stock Exchange or by any other party (authority of competent jurisdiction, the “Discloser”) regarding Proposer:- 8.1.1 shall keep strictly confidential all confidential information received, obtained or learned from RDL before or during the Discloser’s businesses and operations, including without limitation the investment activities or holdings term of the Portfolio Agreement pursuant to or in preparation or contemplation of its performance of its obligations hereunder relating to RDL or any of its officers, directors, servants, agents, customers or suppliers or to the Fund business of any of the foregoing persons, and whether or not expressly designated confidential and/or in tangible format (“Confidential "Information”"). All Confidential ; 8.1.2 shall not without the prior written consent of RDL use or permit or cause any Information provided by the Discloser shall to be used only by the other party hereto (the “Recipient”) solely save for the direct purposes of rendering services pursuant to this the Agreement, and ; and 8.1.3 shall not without the prior written consent of RDL disclose or permit or cause any Information to be disclosed to any third partyperson other than to those of its officers, without directors, servants, agents or professional advisers (a) who need to be informed thereof to enable the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants Proposer to perform its obligations hereunder or to take advice thereon and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. (b) Confidential who have been informed of the Information's confidentiality and directed to keep it confidential and (c) who are under an enforceable obligation of confidentiality to the Proposer. 8.2 The Proposer shall forthwith notify to RDL any actual, suspected or threatened use or disclosure of RDL's Information in contravention of this Clause 9 of which it becomes aware and shall not include any information unconditionally render such assistance to restrain such use as RDL may request. 8.3 The Proposer acknowledges and agrees that: (i) , in the event of a breach or threatened breach of this Clause 8, RDL may have no adequate remedy in money or damages and accordingly may be entitled to preliminary, permanent and/or other injunctive relief. 8.4 Notwithstanding the foregoing the Proposer will have no obligation in connection with specific Information to the extent, but only to the extent, that:- 8.4.1 it is in the public when provided domain at the time it is received, obtained or thereafter learned by it; 8.4.2 it subsequently becomes part of the public domain through no wrongful act by it; or 8.4.3 it is received by the Proposer from a third party who is lawfully authorised to disclose the same without breach of the Recipient; (ii) is demonstrably known Agreement and/or of any obligation to the Recipient prior Proposer. 8.5 RDL reserves all rights in the Information, none of which are (for the avoidance of doubt) granted to execution the Proposer. 8.6 The provisions of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient Clause 8 are additional and without prejudice to RDL's rights in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully law and lawfully obtained by the Recipient from any third partyequity. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

Confidential Information. (a) Each party agrees that it will treat confidentially all All non-public, confidential or proprietary information provided by any other party (the “Discloser”) regarding the Discloser’s businesses of Xxxxx and its affiliates, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, including without limitation the investment activities customer lists, pricing, discounts or holdings of the Portfolio rebates, disclosed by Xxxxx to Seller, whether disclosed orally or the Fund disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential (collectively, “Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) , and is solely for the purposes purpose of rendering services pursuant to performing this Agreement, Agreement and shall may not be disclosed or copied unless authorized in advance by Xxxxx in writing. Upon Xxxxx'x request, Seller shall return all Confidential Information within five (5) business days of such request. Xxxxx shall be entitled to injunctive relief for any third party, without the prior consent violation of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this AgreementSection. (b) Notwithstanding the foregoing, Seller may disclose Confidential Information shall not include any information that: to its representatives and subcontractors (if such contractors are permitted by Xxxxx in its sole discretion per Section 19), each with a need to know such Confidential Information in order to perform their duties in connection with the Agreement; provided that (i) is public when provided or thereafter becomes public through no wrongful act Seller advises its representatives and subcontractors of the Recipient; confidential nature thereof and (ii) is demonstrably known such representatives and subcontractors are bound by confidentiality obligations at least as stringent as those set forth herein. Seller shall be liable to the Recipient prior Xxxxx for any failure by any of its representatives or subcontractors to execution of comply with this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third partySection. (c) In This Section does not apply to information that is: (a) in the event that public domain (other than through a breach of this Agreement); (b) was lawfully known to Seller at the Recipient is requested time of disclosure; or required (c) rightfully obtained by deposition, interrogatories, requests for information or documents Seller from a third party who does not owe Xxxxx an obligation of confidence in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, relation to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Informationit.