CONFIDENTIALITY AND USE OF DATA. 9.1 All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 9.2 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 9.2 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
CONFIDENTIALITY AND USE OF DATA. (a) You and Citibank agree that all parties to this Agreement will treat as confidential (both during and after the termination of Your access to the System) any information learned about the other, its investment strategy or holdings or its products or services, any software, other technology, or intellectual property, and any confidential and/or personal information, in each case that the receiving party knows, or reasonably should know, to be confidential or proprietary to the other party (collectively, “Confidential Information”), in connection with Your use of the System. All System Content is Confidential Information owned exclusively by Citibank. Except as otherwise provided herein, neither party may transfer or disclose Confidential Information of the other party to any third party or use such Confidential Information except as permitted by this Agreement. These obligations shall not apply to information which (i) is, or becomes, known to the public other than as a result of a breach of this Agreement, (ii) is rightfully received by the other party from a third party entitled to disclose it, (iii) is independently developed by the other party without use of or reference to another party’s Confidential Information, or (iv) is required to be disclosed by the terms of any court order, subpoena, administrative order, rule, regulation, or otherwise by Applicable Law or in accordance with this Agreement. You, Your Firm and Citibank each agree to maintain adequate security procedures and take reasonable precautions to prevent the misuse, unauthorized or inadvertent disclosure, or loss of Confidential Information.
CONFIDENTIALITY AND USE OF DATA. Subscriber and AV agree that neither they nor any of their affiliates, subsidiaries, divisions, employees, or agents or any other persons or organizations over which they have control, will, at any time, directly or indirectly disclose AGIIS data to any other party or use the information contained in AGIIS for any purpose except those purposes permitted by AGIIS policies or the AGIIS Subscriber Agreement. All use of AGIIS by AV shall be for the benefit of Subscriber.
CONFIDENTIALITY AND USE OF DATA. 12.1. Parties undertake to maintain confidentiality of the information of the other Party and its customers, business partners, employees, financial condition and transactions that are disclosed due to conclusion, performance, amendment or termination of the Agreement and undertake not to disclose such information to third parties without the other Party's consent for an unlimited term even after the expiry of the Agreement.
CONFIDENTIALITY AND USE OF DATA. “Confidential Information” means all information provided by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”), or collected by a Receiving Party, under or pursuant to this Agreement that is marked “confidential”, “restricted”, “proprietary” or with a similar designation, or that the Receiving Party knows or reasonably should know is confidential, proprietary or a trade secret. The terms and conditions of this Agreement (including any related fee schedule or arrangement) and any fees will be treated as Confidential Information as to which each party is a Disclosing Party. Confidential Information will not include information that: (i) is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement: (ii) was known to the Receiving Party (without an obligation of confidentiality) prior to its disclosure; (iii) is independently developed by the Receiving Party without the use of other Confidential Information; (iv) is rightfully obtained on a non-confidential basis from a third party source. “Data” means any Confidential Information of the Fund relating to its holdings, transactions or other information that the Custodian obtains with respect to the Fund in connection with the provision of the services under this Agreement or any other agreement. Subject to this Section 22.10, Confidential Information will not be disclosed by the Receiving Party to any third party without the prior consent of the Disclosing Party. Except as expressly contemplated by this Agreement, nothing in this Section 22.10 will limit the confidentiality and data-protection obligations of the Custodian and its agents and affiliates under this Agreement and applicable laws. Subject to this Section 22.10, all Confidential Information, including Data, will be used by the Receiving Party for the purpose of providing or receiving services, as applicable, pursuant to this Agreement or otherwise discharging its obligations under this Agreement. The Custodian and its affiliates may use Data to develop, publish or otherwise distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the flow of investment funds into various markets, sectors or investment instruments (collectively, the “Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to other customers of the Custodian and/or (B) information de...
CONFIDENTIALITY AND USE OF DATA. 24.1. Merchant shall use Card Information solely to receive Services under this Agreement. Under no circumstances shall Merchant sell Card Information or use it for any purpose other than as expressly contemplated by this Agreement.
CONFIDENTIALITY AND USE OF DATA. (a) You and Citibank agree that all parties to this Agreement will treat as confidential (both during and after the termination of Your access to the System) any information learned about the other, its investment strategy or holdings or its products or services, any software, other technology, or intellectual property, and any confidential and/or personal information, in each case that the receiving party knows, or reasonably should know, to be confidential or proprietary to the other party (collectively, “Confidential Information”), in connection with Your use of the System. All System Content is Confidential Information owned exclusively by Citibank. Except as otherwise provided herein, neither party may transfer or disclose Confidential Information of the other party to any third party or use such Confidential Information except as permitted by this Agreement. These obligations shall not apply to information which (i) is, or becomes, known to the public other than as a result of a breach of this Agreement, (ii) is rightfully received by the other party from a third party entitled to disclose it, (iii) is independently developed by the other party without use of or reference to another party’s Confidential Information, or (iv) is required to be
CONFIDENTIALITY AND USE OF DATA. 9.1Confidentiality
CONFIDENTIALITY AND USE OF DATA a. All oral or written business, technical, financial and other information, including without limitation the Data provided by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement will be deemed “Confidential Information”. The confidentiality obligations herein will not apply to information disclosed by the Disclosing Party that the Receiving Party can prove (i) is or has become generally known through no fault of the Receiving Party, (ii) was in its possession or known by it, without restriction, prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it by a third-party without restriction, (iv) was independently developed without use of or access to any Confidential Information of the Disclosing Party, or (v) was required to be disclosed by court order, governmental agency or any applicable law, provided that the Receiving Party has promptly notified the Disclosing Party about such requirement, if allowed by law, and given the opportunity to seek relief from disclosure. All Confidential Information will be held in strict confidence by the Receiving Party and not disclosed or used by the Receiving Party except as permitted by this Agreement or as expressly authorized in writing by the other Party. The terms, but not the existence, of this Agreement are Confidential Information and may not be disclosed by Xxxxxx.
CONFIDENTIALITY AND USE OF DATA. Information Classification: Limited Access
