Common use of Confidentiality and Privacy Clause in Contracts

Confidentiality and Privacy. “Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

Confidentiality and Privacy. “Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the FundsPortfolios. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

Confidentiality and Privacy. “8.1 Thunderhead agrees that (subject to the last sentence of this section 8.1) the Data (including any Personal Data contained therein) constitutes Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, Information belonging to Customer and Customer agrees that the Services constitute Confidential Information belonging to Thunderhead and the Receiving Party agrees to treat as Confidential Information the business methods, business and marketing plans, software technology and technical information, product plans and designs, and business processes of the Disclosing Party. However, Confidential Information shall not include any information that is in the public domain (through no unauthorised disclosure by the Receiving Party), already known by the Receiving Party or is disclosed to the Receiving Party by a third party who, to the Receiving Party’s knowledge, is authorised to do so. 8.2 Receiving Party agrees that it may only use the Confidential Information which it receives from third parties the Disclosing Party for the purpose of performing its obligations or exercising its rights under this Agreement (Permitted Purpose), and that it may only disclose such Confidential Information to its officers, employees, contractors and agents (or in the case of Thunderhead as software the Receiving Party, to the Thunderhead Entities, SFDC, and its related documentationeach of their officers, employees, contractors and agents) to the extent they need to know and use it for the Permitted Purpose. Receiving Party shall ensure that such officers, employees, contractors and agents are bound by equivalent obligations in respect of which the Confidential Information to those set out hereunder and shall use its best efforts to ensure that they abide by such party has obligations. 8.3 If the Receiving Party is compelled by law, regulation or a duty court of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party competent jurisdiction to be confidential information disclose any of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Disclosing Party’s Confidential Information, but in no case to a lesser the extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, Receiving Party will promptly notify the other party promptly and cooperate fully with Disclosing Party so that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to it may seek a protective order or other judicial relief), or pursuant appropriate remedy. The Receiving Party agrees to a request from FINRA cooperate at the Disclosing Party’s expense in seeking such order or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party remedy. If disclosure is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and ultimately required, the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree Receiving Party will furnish only that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality portion of the Confidential Information that is legally required, exercise reasonable efforts to obtain assurance that it will receive confidential treatment, and continue to ensure treat such Confidential Information in accordance with its obligations under this section. 8.4 Each Party acknowledges that the Confidential Information is Disclosing Party would be irreparably harmed if Receiving Party’s obligations hereunder are not disclosed contrary specifically enforced and that Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation hereof. Therefore, the Receiving Party agrees that Disclosing Party shall be entitled to the provisions of this Agreement seek an injunction or any applicable privacy laws appropriate decree of specific performance for any actual or threatened violations by the Receiving Party or its employees, agents, representatives or customers, without the necessity of Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy. 8.5 Customer acknowledges and regulations. Without limiting agrees that it is responsible for and will comply with all requirements regarding the foregoingcollection, each party shall implement such physical use, processing, storage, protection, disclosure, transfer and other security measures as are necessary to (i) ensure destruction of Personal Data comprised within the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this AgreementData. To the extent that any duties Thunderhead accesses or holds Personal Data comprised in the Data in connection with this Agreement, Customer acknowledges that it shall be the “data controller” and responsibilities under this Agreement that Thunderhead shall be the “data processor” (as such terms are delegated to an agent or subcontractor, defined in the party shall take reasonable steps to ensure that such agents and subcontractors adhere Data Protection Act 1998). Thunderhead’s sole obligation in relation to the same requirementsPersonal Data comprised in the Data is set out in sections 4.5, 5.2 and the Privacy Policy. Each party shall have Customer acknowledges and accepts that Personal Data may be shared with SFDC and its affiliates in relation to the right, during regular office hours and upon reasonable notice, to audit the records provision of the Services and the SFDC service branded as ‘Marketing Cloud’ and all other party SFDC services. The processing of any Personal Data by SFDC or its affiliates (including the right to ensure compliance with process such data) shall be governed by the agreement entered into between Customer and SFDC. Thunderhead shall not be responsible for any loss, corruption, unauthorized use or disclosure of Personal Data to the extent caused by SFDC or its affiliates. Customer further consents to the Thunderhead Entities and their employees and sub-contractors processing Data outside the European Economic Area, provided such processing shall be on terms no less onerous than those of this Agreement and all applicable privacy laws and regulationssection 8.5. 8.6 This section 8 shall survive termination howsoever arising.

Confidentiality and Privacy. “Confidential Information” of any 7.1 Each party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably acknowledges that it would be assumed by a party damaging to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects if its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided were disclosed to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Informationor obtained by third parties. Each party agrees to restrict access to shall make all commercially reasonable efforts during the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations term of this paragraph extend Agreement and thereafter to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of prevent the other party’s Confidential Information, notify Information from being disclosed to or obtained by any person or entity for any purpose except as described in this Agreement. Each party’s efforts will not be less than those that it takes to prevent the other party promptly and cooperate fully with that party to protect such disclosure of its own Confidential Information. The obligations in this Section 6 shall not restrict any disclosure Receiving Party will be responsible for breaches by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date its Representatives of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulationsAgreement. Without limiting the generality of the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Landscape Management Network will keep confidential all Confidential Information furnished to it or its Representatives and (iii) protect against any unauthorized access to or will use of the Confidential Information. In addition, each party shall use the such Confidential Information of the other party solely for the purpose of providing services the Services and for compiling anonymous statistics regarding the use of LMN. 7.2 It is not a breach of Section 7.1 to Customers investing disclose Confidential Information required to be disclosed by law, judicial or arbitration process or by governmental authorities, provided that, where the Receiving Party is not legally prevented from doing so, the Receiving Party first gives the Disclosing Party reasonable notice of any required disclosure pursuant to such law, order or process and takes all reasonable steps to restrict such disclosure and protect the confidentiality to the extent possible and fully cooperates with the Disclosing Party, in one any efforts Disclosing Party may reasonably take to challenge or more delay such disclosure, or to disclose anonymous statistics regarding the use of LMN where such statistics are derived from but do not contain Confidential Information. 7.3 Each party acknowledges and agrees that: (a) the foregoing restrictions set forth in this Article are reasonable in the circumstances and the Disclosing Party waives all defenses to the strict enforcement of the Funds. restrictions; (b) a violation of any of the foregoing provisions of this Article will result in immediate and irreparable harm and damage to the Disclosing Party; and (c) in the event of any violation of any foregoing provision of this Article, the Disclosing Party shall be entitled to apply for equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper. 7.4 Each party shall have the rightcollect, during regular office hours use, store, disclose, dispose of and upon reasonable notice, to audit the other otherwise handle Personal Information collected or accessible by either party to ensure compliance with the terms of under this Agreement and in accordance with all applicable Privacy Laws. Landscape Management Network shall post all applicable privacy laws and regulations. The provisions of this Section 6 shall survive policies regarding the termination of this Agreement. To Personal Information on the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure LMN so that such agents and subcontractors adhere policies are accessible to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsLMN users.

Confidentiality and Privacy. “Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 10 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 10 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the FundsPortfolios. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 10 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

Confidentiality and Privacy. The Manager, the Company and you shall, when applicable: (a) abide by and comply with (A) the privacy standards and requirements of the Gxxxx-Xxxxx-Xxxxxx Act of 1999 (the “Confidential Information” GLB Act”) and applicable regulations promulgated thereunder, (B) the privacy standards and requirements of any party shall mean such party’s ideasother applicable federal or state law, expressionsincluding but not limited to, trade secretsthe Fair Credit Reporting Act (“FCRA”), customer listsand (C) its own internal privacy policies and procedures, products, policies, forms, business methods, business plans, software and information each as may be amended from third parties time to time; (such as software and its related documentationb) in respect refrain from the use or disclosure of which such party has a duty of confidentiality, “nonpublic personal information” information (as defined under the GLB Act) of all customers who have opted out of such party’s disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; (c) except as expressly permitted under the FCRA, the Company, the Manager, and you shall not disclose any information that would be considered a “customersconsumer report” under the FCRA; (each d) determine which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving an aggregated list of such customers from the broker-dealers which have signed an Agreement (the “List”) to identify customers that have exercised their opt-out rights. If either party uses or discloses nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information of this section any customer that is identified on the List as defined having opted out of such disclosures; (e) The Manager, the Company and you shall establish and maintain safeguards against the unauthorized access, destruction, loss, or alteration of non-public personal Information in Rule 3 of Regulation S-P), as well as information your respective control which from all relevant circumstances should reasonably be assumed are no less rigorous than those maintained by a party to be confidential for its own information of a similar nature. In the event of any improper disclosure of any non-public personal Information, the party responsible for the disclosure will immediately notify the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1f) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 8 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

Confidentiality and Privacy. “9.1 The Transfer Agent, the Trust and the Portfolios agree that each shall treat confidentially all Confidential Information provided by each party to the other party regarding its business and operations. For purposes of this Agreement, "Confidential Information” " shall mean any confidential or proprietary information, whether disclosed orally, visually or in writing, by way of any media, of a party shall mean to this Agreement or any Portfolio; any customer of a party to this Agreement or any Portfolio; or any third party which has disclosed such information to a party on a confidential basis, including but not limited to, a party’s ideas's, expressionsthe Portfolios', their respective customers' or such third party's business or financial affairs, trade secrets, customer listsintellectual property, productstechnology, policiesresearch and development, formspricing, business methods, business product plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes marketing plans or the terms or existence of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed Agreement. All Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be confidential information required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency (provided that, unless prohibited by law or regulation, promptly on receipt of any order compelling such disclosure, the disclosing party shall notify the non-disclosing party in writing of such requirement to disclose so that the non-disclosing party will have the opportunity to obtain a protective order) or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, whether or not marked “Confidential Information.” each party acknowledges that the other party may provide access to and use of Confidential Information of a party shall be held in confidence by relating to the other party to the same extent and in at least the same manner as such party protects its own Confidential Informationdisclosing party's employees, but in no case to a lesser extent contractors, agents, professional advisors, auditors or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees persons performing similar functions who need to know that such information to perform that respective party’s duties under this agreement. Each party agrees, upon in connection with the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention performance of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving partyfunctions. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information foregoing shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply applicable to the extent such any information (1i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently developed derived by a party hereto without the use of any information provided by the other party without violating the disclosing party’s proprietary rightshereto in connection with this Agreement, (2iii) that is required in any legal or becomes publicly known (regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other than through unauthorized disclosure)similar process, (3) is intentionally disclosed or by the owner operation of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement law or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such partyregulation, or (5iv) is rightfully where the party seeking to disclose has received by a the prior written consent of the party free of any obligation of confidentialityproviding the information, which consent shall not be unreasonably withheld. The parties agree that they shall abide disclosure of Confidential Information by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary Transfer Agent will cause irreparable damage to the provisions of this Agreement Trust and the Portfolios and, therefore, in addition to all other remedies available at law or any applicable privacy laws in equity, the Trust and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party Portfolio shall have the rightright to seek equitable and injunctive relief, during regular office hours and upon to recover the amount of damages (including reasonable notice, attorneys' fees and expenses) incurred in connection with such unauthorized use. The Transfer Agent shall be liable under this Agreement to audit the other party to ensure compliance with the terms Trust or Portfolios for any use or disclosure in violation of this Agreement section by its or its affiliates' personnel, agents, subcontractors, attorneys, accountants, and all applicable privacy laws and regulationsother advisors. The provisions of undertakings and obligations contained in this Section 6 9.1 shall survive the termination or expiration of this Agreement. To The Transfer Agent shall, upon termination or expiration of this Agreement, or at any time on demand by the extent that any duties and responsibilities under this Agreement are delegated to an agent Trust or subcontractora Portfolio, the party shall take reasonable steps to ensure that such agents and subcontractors adhere promptly return to the same requirements. Each party shall have the right, during regular office hours Trust or Portfolio all Confidential Information together with any copies or reproductions thereof and upon reasonable notice, to audit the records of the destroy all related data in its computer and other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationselectronic files.

Confidentiality and Privacy. “Confidential Information” " of any party shall mean such party’s 's ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “"nonpublic personal information” " of such party’s “'s "customers” " (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other party, whether or not marked “"Confidential Information.” " Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s 's duties under this agreement. Each party agrees, upon the other party’s 's request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s 's employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s 's Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s 's proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the FundsPortfolios. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

Confidentiality and Privacy. “Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreementAgreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 17 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 17 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers customers investing in one or more of the FundsPortfolios. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 17 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements, and any delegation or appointment hereunder shall not relieve Financial Intermediary of any of its obligations under this Agreement. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

Confidentiality and Privacy. “Confidential Information” a. During the term of any party shall mean such party’s ideasthis Agreement, expressionseither Party may disclose or make avai able to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, customer liststhird-party confidential information, productsand other sensitive or proprietary information, policieswhether orally or in written, formselectronic, business methods, business plans, software and information from third parties (such as software and its related documentation) or other form or media/in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other partywritten or electronic form or media, whether or not marked marked, designated, or otherwise identified as “con- fidential” (collectively, “Confidential Information”). Confidential Informa- tion does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party.” b. The receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a party shall be held similar nature and, in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Informationany event, but in no case to a lesser extent or manner with not less than a reasonable degree of care under care. The receiving Party shall not disclose the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose disclosing Party’s Confidential Information to any affiliate person or third partyentity, either orally or in writing, any except to the receiving Party’s employees who have a need to know the Confidential Information for any purpose other than the purpose for which the Confidential Information was provided receiving Party to that partyexercise its rights or perform its obligations hereunder. Without limiting any of Notwithstanding the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Par- ty may disclose Confidential Information to its employees who need the limited extent required (i) in order to know comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that information the Party making the disclosure pursuant to perform that respective partythe order shall first have given written notice to the other Party and made a reasonable effort to obtain a protec- tive order; or (ii) to establish a Party’s duties rights under this agreement. Each party agreesAgreement, upon including to make required court filings. c. On the other party’s requestexpiration or termination of the Agreement, either to the receiving Party shall promptly return to the requesting party disclosing Party all copies, whether in written, elec- tronic, or other form or media, of the disclosing Party’s Confidential Informa- tion, or destroy all tangible items containing any such copies and certify in writing to the disclosing Party that such Confidential Information it received or learned has been destroyed. Each Party’s obliga- tions of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except date first disclosed to the extent that retention of such copies is required by applicable law or regulationreceiving Party; provided, however, that the obligations set forth in this sentence shall not apply with respect to any Confidential Information that is or becomes relevant to an individual’s status constitutes a trade secret (as a consumer or customer of the receiving party. The determined under applica- ble law), such obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order disclosure will survive the termination or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date expiration of this Agreement for as evidenced long as such Confidential Information remains subject to trade secret protection under applicable law. d. Provider’s Privacy Policy located at xxxxx://xxxxxxxxx.xxx/privacy/, as may be updated from time to time (“Privacy Policy”) explains how Provider col- lects, uses, and discloses Guest information. By licensing, accessing, or us- ing the Service, as applicable, Customer and all Guests agree to the terms and conditions of the Privacy Policy. e. To the extent that Provider processes any Guest Personal Information in connection with the Services as a Processor on behalf of the Customer as Controller of such Personal Information (as those terms are defined by the written records of EU General Data Protection Regulation (2016/679) (“GDPR”), such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they processing shall abide be governed by the applicable provisions of all applicable privacy laws Waitwhile Data Processing Agreement, which is hereby incorporated herein by reference. For Businesses that are located in the European Union or the European Economic Area, the Standard Contrac- tual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Waitwhile, Inc., which provide adequate safe- guards with respect to the personal data processed by us under this Agree- ment and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary pursuant to the provisions of this our Data Processing Agreement or apply. You acknowledge in all cases that Waitwhile acts as the data proces- sor of Business data and you are the data controller of Business data under applicable data protection regulations in the European Union and European Economic Area. Business will obtain and maintain any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are required consents necessary to (i) ensure permit the security and confidentiality processing of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of Business Data under this Agreement. To If you are subject to the extent GDPR you understand that if you give an integration provider access to your Waitwhile account, you serve as the data controller of such information and the integration provider serves as the data proces- sor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors. f. If Customer is a Covered Entity or a Business Associate and Guest informa- tion may include Protected Health Information, Customer shall not request or require that any duties Guest provide Protected Health Information through or in connection with the Services unless Customer and responsibilities under Provider have previous- ly entered into a Business Associate Agreement (as this Agreement and the preceding terms are delegated defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations and the Health Information Technology for Economic and Clinical Health Act (HITECH) and its imple- xxxxxxx regulations). g. Provider shall use commercially reasonable efforts to an agent or subcontractorprovide the Services in accordance with its security policies as may be updated from time to time, available at xxxxx://xxxxxxxxx.xxx/security/ (“Security Policy”). Not- withstanding any provision to the party shall take reasonable steps to ensure contrary, Provider may modify its Security Policy at its discretion provided that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records modification does not result in a material degradation of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsprotections provided thereunder.

Confidentiality and Privacy. “6.1 This Agreement and any information or material of a confidential nature supplied by (or on behalf of) one party (the Disclosing Party) to the other (the Receiving Party) or otherwise obtained by the Receiving Party (including any information relating to the business or financial or other affairs of Xxxxxxxxxxx) (collectively Confidential Information” ) are strictly confidential and will not be disclosed (in whole or in part) by the Receiving Party to any other person without the Disclosing Party’s prior written consent (except where the Receiving Party is required to disclose them by any government authority or pursuant to an order of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) a court of competent jurisdiction). The Receiving Party will take all reasonable security precautions in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information the safekeeping of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects preventing its unauthorised disclosure to third parties, applying no lesser security measures to it than to its own confidential information. The Receiving Party will use the Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under Information solely for the circumstancespurposes authorised by this Agreement. Except as otherwise permitted by law, each party agrees The Receiving Party will not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for its own benefit, or that of any purpose other than third party, nor will it use any Confidential Information to the purpose Receiving Party’s detriment. The Receiving Party will limit access to Confidential Information to those of its employees, agents and contractors who reasonably and necessarily require access to the same for which the performance of the Receiving Party’s obligations under this Agreement and will ensure that each such employee, agent and contractor is aware of the confidential nature of the Confidential Information was provided to that partyand complies with the obligations set out in this Agreement as if named as a party hereto. Without limiting The Receiving Party will promptly notify the Disclosing Party in writing of any unauthorised use or disclosure of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the any Confidential Information. Each party agrees to restrict access to the . 6.2 The foregoing restrictions on use and disclosure of Confidential Information do not apply to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies information: (a) is required by applicable law or regulation; provided, however, that in the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer possession of the receiving party. The Receiving Party at the time of its disclosure hereunder and not otherwise subject to obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency confidentiality; (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2b) is or becomes publicly known known, through no wrongful act or omission of the Receiving Party or breach of this Agreement; (other than through unauthorized disclosure), (3c) is intentionally disclosed by the owner of such information to received without restriction from a third party free of any to disclose it without obligation of confidentiality, to the Disclosing Party; (4d) is already known developed independently by such the Receiving Party without reference to the Confidential Information or other information of the Disclosing Party; or (e) is disclosed as required by Law. 6.3 All specifications, drawings, sketches, models, prototypes, samples, tools, designs, technical information or data or other proprietary information (whether written, oral or otherwise and including personal data as defined in the Data Protection Act 2018) made available by one party without an obligation (the Originating Party) to the other party (the Receiving Party) will remain the property of confidentiality other than pursuant the Originating Party and will be returned promptly to the Originating Party (together with all copies) at the Originating Party’s request. Such information will be treated as strictly confidential, will be kept safely and will not be used or disclosed by the Receiving Party except as strictly necessary in the performance of this Agreement. 6.4 Neither party will make any announcement or publicity statement relating to the Client, Xxxxxxxxxxx, this Agreement or of any confidentiality agreements entered into before its subject matter without the effective date of this Agreement as evidenced by the prior written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information approval of the other party solely for the purpose of providing services to Customers investing in one (except as required by Law or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that by any duties and responsibilities under this Agreement are delegated to an agent legal or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsregulatory authority).

Confidentiality and Privacy. “1. A Receiving Party: a) may use Confidential Information” Information of the Disclosing Party only for the purposes of this MSA or an Order Form; and b) must keep confidential all Confidential Information of the Disclosing Party except: (if) for disclosures permitted under this clause 13; and (ii) to the extent (if any) the Receiving Party is required to disclose any party shall mean such partyConfidential Information by law or in accordance with the rules of an applicable stock exchange. 2. A Receiving Party may disclose Confidential Information of the Disclosing Party to persons who: a) have a need to know for the purposes of this MSA or an Order Form (and only to the extent that each has a need to know); and b) before disclosure: (i) in the case of the Receiving Party’s ideasPersonnel, expressionshave been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and (ii) in the case of other persons, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information Confidential Information of the other partyDisclosing Party as those imposed on the Receiving Party, 3. A Receiving Party must: a) ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 13.2(b) complies with its Direction; and b) notify the Disclosing Party of, whether and take all steps to prevent or not marked “Confidential Informationstop, any suspected or actual breach of a Direction.” 4. If a Receiving Party is required by law to disclose any Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case Disclosing Party to a lesser extent third person (including government or manner than regulatory authority) the Receiving Party must before doing so: a) notify the Disclosing Party; and b) give the Disclosing Party a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees opportunity to take all precautions any steps that are reasonably the Disclosing Party considers necessary to protect the security confidentiality of that information; and c) notify the Confidential Information. Each party agrees to restrict access third person that the information is confidential to the Confidential Information to its employees who need to know Disclosing Party. 5. The Customer acknowledges that information to perform that respective party’s duties under this agreement. Each party agrees, upon LifeByte is reliant on the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except Customer alone for direction as to the extent that retention of such copies LifeByte is required by applicable law entitled to use, disclosure, storage, transfer, process or regulation; providedhandle the Personal Information. Consequently, howeverthe Customer warrants that, that the obligations set forth in this sentence shall not apply relation to any Confidential Personal Information that is comprising the Customer’s Data or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief)otherwise disclosed to, or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and brought to, the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rightsattention of, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than LifeByte pursuant to this Agreement MSA or any Order Form: a) it has been collected in accordance with the Privacy Laws; b) the Customer has the authority to provide LifeByte, or otherwise make available to LifeByte, such information; and c) the Customer has obtained the informed consent of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by individuals the written records subject of such partyPersonal Information in order for LifeByte to use, disclose, store, transfer, process or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationshandle it.

Confidentiality and Privacy. “Confidential Information” of any 7.1 Each party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably acknowledges that it would be assumed by a party damaging to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects if its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided were disclosed to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Informationor obtained by third parties. Each party agrees to restrict access to shall make all commercially reasonable efforts during the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations Term of this paragraph extend Agreement and thereafter to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of prevent the other party’s Confidential Information, notify Information in its or its Representatives possession or control from being disclosed to or obtained by any person or entity for any purpose except as described in this Agreement. Each party’s efforts will not be less than those that it takes to prevent the other party promptly and cooperate fully with that party to protect such disclosure of its own Confidential Information. The obligations in this Section 6 shall not restrict any disclosure Receiving Party will be responsible for breaches by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date its Representatives of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulationsAgreement. Without limiting the generality of the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Landscape Management Network will keep confidential all Confidential Information furnished to it or its Representatives and (iii) protect against any unauthorized access to or will use of the Confidential Information. In addition, each party shall use the such Confidential Information of the other party solely for the purpose of providing services the Services and for compiling anonymous statistics regarding the use of LMN. 7.2 It is not a breach of Section 7.1 to Customers investing disclose Confidential Information required to be disclosed by law, judicial or arbitration process or by governmental authorities, provided that, where the Receiving Party is not legally prevented from doing so, the Receiving Party first gives the Disclosing Party reasonable notice of any required disclosure pursuant to such law, order or process and takes all reasonable steps to restrict such disclosure and protect the confidentiality to the extent possible and fully cooperates with the Disclosing Party, in one any efforts Disclosing Party may reasonably take to challenge or more delay such disclosure, or to disclose anonymous statistics regarding the use of LMN where such statistics are derived from but do not contain Confidential Information. 7.3 Each party acknowledges and agrees that: (a) the foregoing restrictions set forth in this Article are reasonable in the circumstances and the Disclosing Party waives all defenses to the strict enforcement of the Funds. restrictions; (b) a violation of any of the foregoing provisions of this Article may result in immediate and irreparable harm and damage to the Disclosing Party; and (c) in the event of any violation of any foregoing provision of this Article, the Disclosing Party shall be entitled to apply for equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper. 7.4 Each party shall have the rightcollect, during regular office hours use, store, disclose, dispose of and upon reasonable notice, to audit the other otherwise handle Personal Information collected or accessible by either party to ensure compliance with the terms of under this Agreement and in accordance with all applicable Privacy Laws. Landscape Management Network shall post all applicable privacy laws and regulations. The provisions of this Section 6 shall survive policies regarding the termination of this Agreement. To Personal Information on the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure LMN so that such agents and subcontractors adhere policies are accessible to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsLMN users.

Confidentiality and Privacy. “Confidential Information” a. During the term of any party shall mean such party’s ideasthis Agreement, expressionseither Party may disclose or make avail- able to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, customer liststhird-party confidential information, productsand other sensitive or proprietary information, policieswhether orally or in written, formselectronic, business methods, business plans, software and information from third parties (such as software and its related documentation) or other form or media/in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other partywritten or electronic form or media, whether or not marked marked, designated, or otherwise identified as “con- fidential” (collectively, “Confidential Information”). Confidential Informa- tion does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party.” b. The receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a party shall be held similar nature and, in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Informationany event, but in no case to a lesser extent or manner with not less than a reasonable degree of care under care. The receiving Party shall not disclose the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose disclosing Party’s Confidential Information to any affiliate person or third partyentity, either orally or in writing, any except to the receiving Party’s employees who have a need to know the Confidential Information for any purpose other than the purpose for which the Confidential Information was provided receiving Party to that partyexercise its rights or perform its obligations hereunder. Without limiting any of Notwithstanding the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Par- ty may disclose Confidential Information to its employees who need the limited extent required (i) in order to know comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that information the Party making the disclosure pursuant to perform that respective partythe order shall first have given written notice to the other Party and made a reasonable effort to obtain a protec- tive order; or (ii) to establish a Party’s duties rights under this agreement. Each party agreesAgreement, upon including to make required court filings. c. On the other party’s requestexpiration or termination of the Agreement, either to the receiving Party shall promptly return to the requesting party disclosing Party all copies, whether in written, elec- tronic, or other form or media, of the disclosing Party’s Confidential Informa- tion, or destroy all tangible items containing any such copies and certify in writing to the disclosing Party that such Confidential Information it received or learned has been destroyed. Each Party’s obliga- tions of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except date first disclosed to the extent that retention of such copies is required by applicable law or regulationreceiving Party; provided, however, that the obligations set forth in this sentence shall not apply with respect to any Confidential Information that is or becomes relevant to an individual’s status constitutes a trade secret (as a consumer or customer of the receiving party. The determined under applica- ble law), such obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information. The obligations in this Section 6 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order disclosure will survive the termination or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date expiration of this Agreement for as evidenced by the written records of long as such partyConfidential Information remains subject to trade secret protection under applicable law. d. Provider’s Privacy Policy located at xxxxx://xxxxxxxxx.xxx/privacy/, as may be updated from time to time (“Privacy Policy”) explains how Provider col- lects, uses, and discloses Guest information. By licensing, accessing, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties us- ing the Service, as applicable, Customer and all Guests agree that they shall abide by to the applicable provisions of all applicable privacy laws terms and shall each establish commercially reasonable controls to ensure the confidentiality conditions of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. Privacy Policy. e. To the extent that Provider processes any duties Guest Personal Information in connection with the Services as a Processor on behalf of the Customer as Controller of such Personal Information (as those terms are defined by the EU General Data Protection Regulation (2016/679) (“GDPR”), such processing shall be governed by the Waitwhile Data Processing Agreement, which is hereby incorporated herein by reference. f. If Customer is a Covered Entity or a Business Associate and responsibilities under Guest informa- tion may include Protected Health Information, Customer shall not request or require that any Guest provide Protected Health Information through or in connection with the Services unless Customer and Provider have previous- ly entered into a Business Associate Agreement (as this Agreement and the preceding terms are delegated defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations and the Health Information Technology for Economic and Clinical Health Act (HITECH) and its imple- xxxxxxx regulations). g. Provider shall use commercially reasonable efforts to an agent or subcontractorprovide the Services in accordance with its security policies as may be updated from time to time, available at xxxxx://xxxxxxxxx.xxx/security/ (“Security Policy”). Not- withstanding any provision to the party shall take reasonable steps to ensure contrary, Provider may modify its Security Policy at its discretion provided that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records modification does not result in a material degradation of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsprotections provided thereunder.

Confidentiality and Privacy. “Confidential Information” of any 7.1 Each party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably acknowledges that it would be assumed by a party damaging to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects if its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided were disclosed to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Informationor obtained by third parties. Each party agrees to restrict access to shall make all commercially reasonable efforts during the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party. The obligations Term of this paragraph extend Agreement and thereafter to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning of any unauthorized disclosure or use of prevent the other party’s Confidential Information, notify Information in its or its Representatives possession or control from being disclosed to or obtained by any person or entity for any purpose except as described in this Agreement. Each party’s efforts will not be less than those that it takes to prevent the other party promptly and cooperate fully with that party to protect such disclosure of its own Confidential Information. The obligations in this Section 6 shall not restrict any disclosure Receiving Party will be responsible for breaches by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date its Representatives of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulationsAgreement. Without limiting the generality of the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Landscape Management Network will keep confidential all Confidential Information furnished to it or its Representatives and (iii) protect against any unauthorized access to or will use of the Confidential Information. In addition, each party shall use the such Confidential Information of the other party solely for the purpose of providing services the Services and for compiling anonymous statistics regarding the use of LMN and/or Greenius, as applicable. 7.2 It is not a breach of Section 7.1 to Customers investing disclose Confidential Information required to be disclosed by law, judicial or arbitration process or by governmental authorities, provided that, where the Receiving Party is not legally prevented from doing so, the Receiving Party first gives the Disclosing Party reasonable notice of any required disclosure pursuant to such law, order or process and takes all reasonable steps to restrict such disclosure and protect the confidentiality to the extent possible and fully cooperates with the Disclosing Party, in one any efforts Disclosing Party may reasonably take to challenge or more delay such disclosure, or to disclose anonymous statistics regarding the use of LMN and/or Greenius where such statistics are derived from but do not contain Confidential Information. 7.3 Each party acknowledges and agrees that: (a) the foregoing restrictions set forth in this Article are reasonable in the circumstances and the Disclosing Party waives all defenses to the strict enforcement of the Funds. restrictions; (b) a violation of any of the foregoing provisions of this Article may result in immediate and irreparable harm and damage to the Disclosing Party; and (c) in the event of any violation of any foregoing provision of this Article, the Disclosing Party shall be entitled to apply for equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper. 7.4 Each party shall have the rightcollect, during regular office hours use, store, disclose, dispose of and upon reasonable notice, to audit the other otherwise handle Personal Information collected or accessible by either party to ensure compliance with the terms of under this Agreement and in accordance with all applicable Privacy Laws. Landscape Management Network shall post all applicable privacy laws policies regarding the Personal Information on the LMN and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure Greenius so that such agents policies are accessible to all LMN and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsGreenius users.

Confidentiality and Privacy. “Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and 6.1. all confidential information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each for purposes of this section as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed disclosed by a party as confidential or that reasonably should be understood to be confidential information confide ntial given the nature of the other party, whether or not marked “Confidential Information.” information and the circumstances of disclosure. Your Confidential Information will Information will include the Services (and any portion thereof), the terms and conditions of a party shall be held in confidence this Agreement and any Order( s) business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstancesCompany. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for will not include any purpose other than the purpose for which the Confidential Information was provided to information that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that (i) is or becomes relevant generally known to an individual’s status as a consumer or customer of the receiving party. The obligations of this paragraph extend to all of a party’s employees, agents, affiliates and contractors and each party shall inform such persons of their obligations hereunder. Each party will, upon learning public without breach of any unauthorized disclosure or use of obligation owed to the other party’s Confidential InformationDisclosing Party, notify (ii) was known to the other party promptly and cooperate fully with that party Receiving Party prior to protect such Confidential Information. The obligations in this Section 6 shall not restrict any its disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order the Disclosing Party without breach of any court or government agency (provided that the disclosing party shall give prompt written notice obligation owed to the non-disclosing Disclosing Party, (i ii) is received from a third party without breach of such subpoena, order or other demand for disclosure and shall make all reasonable efforts any obligation owed to allow the other party an opportunity to seek a protective order or other judicial relief)Disclosing Party, or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 6 shall not apply to the extent such information (1iv) is was independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information to the extent required to comply with bi nding orders of governmental entities that have jurisdiction over it; provided however that, to the extent legally permitted by law to do so, the Receiving Party gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a p rotective order or other party without violating the disclosing party’s proprietary rights, (2) appropriate remedy and discloses only such Confidential Information as is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed required by the owner governmental entity. You acknowledge that Company, and its licensors, retain all intellectual property rights and title, in and to, all of such information to a third party free th eir Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of any obligation of confidentialityauthorship developed, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such partyembodied in, or (5) is rightfully received by a party free of any obligation of confidentiality. The parties agree that they shall abide by the applicable provisions of all applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Customers investing practic ed in one or more of the Funds. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance connection with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 6 shall survive the termination of this Agreement. To the extent that any duties and responsibilities under this Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulationsServices provided by Company hereunder.