Common use of Confidentiality and Data Security Clause in Contracts

Confidentiality and Data Security. (a) The Custodian agrees to keep confidential, and to cause its employees and agents to keep confidential, all records of the Funds and information relating to the Funds, including without limitation information as to their respective shareholders and their respective portfolio holdings, unless the release of such records or information is made (i) in connection with the services provided under this Agreement, (ii) at the written direction of the applicable Fund or otherwise consented to, in writing, by the respective Funds, (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian has determined, on the advice of counsel, that the failure to release such information would expose the Custodian to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian provides the applicable Fund written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided and shall cease to be applicable to any information that thereafter becomes publicly available, other than through a breach of this Section 10(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d), (1) the Custodian may use information regarding the Funds in connection with certain functions performed on a centralized basis by the Custodian, its affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information, but only for the purpose of servicing the Funds in connection with the relationship contemplated by this Agreement or providing additional services to the Funds, and (2) the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated Data so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication.

Confidentiality and Data Security. (a) The Custodian Fund Accounting Agent agrees to keep confidential, and to cause its employees and agents to keep confidential, all records of the Funds and information relating to the Funds, including without limitation information as to their respective shareholders and their respective portfolio holdings, unless the release of such records or information is made (i) in connection with the services provided under this Agreement, (ii) at the written direction of the applicable Fund Funds or Managers or otherwise consented to, in writing, by the respective Fundssuch Funds or Managers, (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian Fund Accounting Agent has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian Fund Accounting Agent has determined, on the advice of counsel, that the failure to release such information would expose the Custodian Fund Accounting Agent to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian Fund Accounting Agent provides the applicable Fund written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided and shall cease to be applicable to any information that thereafter becomes publicly available, other than through a breach of this Section 10(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d), (1i) the Custodian Fund Accounting Agent may use information regarding the Funds in the connection with certain functions performed on a centralized basis by the Custodian, Fund Accounting Agent and its affiliates Affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information, but only for the purpose of servicing the Funds in connection with the relationship contemplated by this Agreement or providing additional services to the FundsFund, to its Affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information; and (2ii) the Custodian Fund Accounting Agent may aggregate Fund or Portfolio data with similar data of other customers of the Custodian Fund Accounting Agent (“Aggregated Data”) and may use Aggregated Data so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication.

Confidentiality and Data Security. The Parties current scope of work does not require PG&E to provide Seller with any Personally Identifiable Customer Information, however, in the event the scope changes to include providing such data, the following provisions shall apply. In addition to the requirements set out in Article 19 (aConfidentiality), Seller shall comply with the following additional terms of this Appendix XXI (Confidentiality and Data Security) The Custodian agrees to keep confidentialregarding the handling of Confidential Information and PG&E Data from PG&E or its Customers. NON-DISCLOSURE AGREEMENTS: Seller shall have all of its employees, Subcontractors, and Subcontractor employees who will perform Work or services under this Agreement sign a non-disclosure agreement in the form attached hereto as Appendix XXII (Non-Disclosure and Use of Information Agreement [“NDA”]). Prior to cause its employees starting said Work or services, Seller shall promptly furnish the original signed non-disclosure agreements to PG&E. SECURITY MEASURES: Seller shall take “Security Measures” with the handling of Confidential Information to ensure that the Confidential Information will not be compromised and agents to keep confidentialshall be kept secure. Security Measures shall mean industry standards and techniques, all records of the Funds physical and information relating to the Fundslogical, including without limitation but not limited to: written policies regarding information as security, disaster recovery, third-party assurance auditing, penetration testing, password protected workstations at Seller’s premises, any premises where Work or services are being performed and any premises of any person who has access to their respective shareholders such Confidential Information, encryption of Confidential Information, and their respective portfolio holdingsmeasures to safeguard against the unauthorized access, unless the release destruction, use, alteration or disclosure of any such records Confidential Information including, but not limited to, restriction of physical access to such data and information, implementation of logical access controls, sanitization or destruction of media, including hard drives, and establishment of an information security program that at all times is made (i) in connection alignment with the services provided under this Agreement, (ii) at the written direction industry requirements of the applicable Fund ISO 2700X or otherwise consented to, in writing, by the respective Funds, (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian has determined, on the advice of counsel, that the failure to release such information would expose the Custodian to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian provides the applicable Fund written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided and shall cease to be applicable to any information that thereafter becomes publicly available, other than through a breach of this Section 10(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d), (1) the Custodian may use information regarding the Funds in connection with certain functions performed on a centralized basis by the Custodian, its affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information, but only for the purpose of servicing the Funds in connection with the relationship contemplated by this Agreement or providing additional services to the Funds, and (SOC2 Type 2) the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated Data so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication.

Confidentiality and Data Security. (a) The Custodian BNY Mellon agrees to keep confidential, and to cause its employees and agents to keep confidential, all records of the Investment Advisor and the Funds and information relating to the Investment Advisor and the Funds, including without limitation information as to their the Funds’ respective shareholders and their the Funds’ respective portfolio holdings, unless the release of such records or information is made (i) in connection with the services provided under this Agreement, (ii) at the written direction of the Investment Advisor (acting solely for itself or on behalf of the applicable Fund Funds) or otherwise consented to, in writing, by the respective Investment Advisor (acting solely for itself or on behalf of the applicable Funds), (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian BNY Mellon has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian BNY Mellon has determined, on the advice of counsel, that the failure to release such information would expose the Custodian BNY Mellon to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian BNY Mellon provides the applicable Fund Investment Advisor written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided and shall cease to be applicable to any information that or thereafter becomes publicly available, other than through a breach of this Section 10(a18(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d)foregoing, (1i) the Custodian BNY Mellon may use information regarding the Investment Advisor or the Funds in the connection with certain functions performed on a centralized basis by the Custodian, BNY Mellon and its affiliates Affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder with respect to such information, but only for the purpose of servicing the Investment Advisor or the Funds in connection with the relationship contemplated by this Agreement or providing additional services for the benefit of the Fund, to the Funds, its Affiliates and to its or their service providers who are subject to confidentiality obligations with respect to such information; and (2ii) the Custodian BNY Mellon may aggregate Fund or Portfolio Series data with similar data of other customers of the Custodian BNY Mellon (“Aggregated Data”) and may use Aggregated Data so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio Series data can be identified either directly or by inference or implication.

Confidentiality and Data Security. (a) The Custodian agrees In connection with the Transfer Agent Services and any contemplated Transfer Agent Services, each party is expected to keep confidentialexchange certain information with the other (the providing party, the “Provider” and to cause its employees and agents to keep confidentialthe receiving party, all records of the Funds and “Receiver”), which may include information relating to trade secrets, systems, procedures, confidential reports, customer lists, cost information, pricing information, security procedures, shareholder lists, commission schedules, sales and/or trading strategies, computer software and tapes, programs, source codes and financial information (“Confidential Information”). The Receiver agrees that it shall use the Fundssame degree of care as the Receiver uses with respect to its own Confidential Information of like importance, including without limitation information as but no less than reasonable care, to their respective shareholders avoid unauthorized disclosure or use of any of the Provider’s Confidential Information. The Receiver may disclose the Confidential Information to its employees, agents and their respective portfolio holdings, unless affiliates who in the release of Receiver’s commercially reasonable judgment have a specific and demonstrable need to know such records or information is made (i) Confidential Information solely in connection with performing the services provided under this Agreement, (ii) at the written direction of the applicable Fund or otherwise consented to, in writing, by the respective Funds, (iii) in response to a request of a governmental, regulatory or self-regulatory authority or agency or pursuant to a subpoena, court order or other legal process, in each case with respect to which the Custodian has determined, on the advice of counsel, that it is required to comply, or (iv) where the Custodian has determined, on the advice of counsel, that the failure to release such information would expose the Custodian to civil or criminal contempt proceedings; provided in the case of clause (iii) or (iv) the Custodian provides the applicable Fund written notice of such requirement to release such records or information, to the extent such notice is permitted. The foregoing shall not be applicable to any information that is publicly available when provided Transfer Agent Services and shall cease to be applicable to any information that thereafter becomes publicly available, other than through a breach of this Section 10(a), or that is independently derived by any party hereto without the use of any information derived in connection with the services provided under this Agreement. Notwithstanding the foregoing but subject to Section 10(d), (1) the Custodian may use information regarding the Funds in connection with certain functions performed on a centralized basis by the Custodian, its affiliates or its or their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage) and disclose such information to its affiliates and to its or their service providers who are subject to the confidentiality obligations hereunder materially consistent with respect this Agreement. The Receiver shall have the right to disclose Confidential Information as necessary for compliance with any legal or regulatory requirement, including court order, statute, law, rule, regulation, subpoena or other similar requirement of a competent governmental body, exchange organization or other regulatory authority; provided, however, the Receiver making such information, but only for required disclosure shall first notify the purpose of servicing the Funds in connection with the relationship contemplated by this Agreement or providing additional services Provider (to the Fundsextent legally permissible) and shall afford the Provider a reasonable opportunity to seek confidential treatment if it wishes to do so. b) Nothing contained herein shall in any way restrict or impair the Receiver’s right to use, and disclose or otherwise deal with: (2i) Confidential Information, other than Personal Information, which at the Custodian may aggregate Fund or Portfolio data with similar data time of other customers its disclosure is part of the Custodian public domain by publication or otherwise; (“Aggregated Data”ii) Confidential Information which the Receiver can show was in its possession, or the possession of any parent, subsidiary or affiliate, at the time of disclosure and may use Aggregated Data so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either which was not acquired, directly or by inference or implication.indirectly, under any obligation of confidentiality to the Provider; (iii) Confidential Document Number: 65602 Broadridge Confidential Broadridge Corporate Issuer Solutions, Inc. 00 Xxxxxxxx Xxx Xxxxxxxx, XX 00000