Confidentiality/Privacy. FTIS shall keep the Confidential Information (as defined in Section 16(a) below) of the Investment Company in confidence and will not use or disclose or allow access to or use of such Confidential Information except (A) as appropriate in connection with activities contemplated by this Agreement; (B) as required pursuant to a court order, subpoena, governmental or regulatory or self-regulatory authority or agency, law, regulation, or binding discovery request in pending litigation (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted, and subject to proper jurisdiction, if applicable); (C) as requested by a governmental, regulatory or self-regulatory authority or agency in connection with an inquiry, examination, audit or other review; or (D) the information or data is relevant and material to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against FTIS.
Confidentiality/Privacy. 16.1 The parties agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed to any other person without the consent of the other party, except as may be required by applicable law or at the request of the Commission or other governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent breaches of this provision.
16.2 The Transfer Agent has adopted and implemented procedures to safeguard customer information and records that are reasonably designed to ensure the security and confidentiality of customer records and information in accordance with applicable state and federal standards and to ensure compliance with Regulation S-P. Information about the Fund’s customers shall not be disclosed, sold, or used in any way, except:
(1) to carry out the terms of this Agreement; and (2) disclosure pursuant to law, rule, regulation or court or administrative order.
Confidentiality/Privacy. 17.1 Each party shall keep the Confidential Information (as defined in subsection (a) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except as further set forth herein or as otherwise expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of this provision. Notwithstanding the foregoing, or anything in this Agreement to the contrary, the Fund is hereby authorized to identify the Transfer Agent and describe this Agreement in its registration statement filed with the Securities and Exchange Commission under the 1933 Act and the 1940 Act, and to file this Agreement as an exhibit to such registration statement.
(a) Subject to subsections (b) and (c) below, “Confidential Information” means (i) this Agreement and its contents, all compensation agreements, arrangements and understandings (including waivers) respecting this Agreement, disputes pertaining to the Agreement, and information about a party’s exercise of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with the Agreement, (ii) non-public personal information of the Fund’s shareholders, (iii) information and data of, owned by or about a disclosing party or its affiliates, customers, or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or the Transfer Agent, their respective subsidiaries and affiliates and the customers, clients and suppliers of any of them; (B) information related to security, disaster recovery, bus...
Confidentiality/Privacy. Vendor acknowledges and agrees that any and all documents, materials and information furnished to the Vendor by UF or its affiliates in connection with the Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of UF. Vendor shall not disclose Confidential Information to third parties unless it obtains UF’s prior written consent prior to such disclosure. Vendor shall at all times comply with any and all applicable state and federal laws governing the use and/or safe-keeping of Confidential Information and/or any Personally Identifiable Information (“PII”), as the term may be defined by state or federal law, including, but not limited to, The Family Educational Rights and Privacy Act (FERPA), the Xxxxx-Xxxxx Xxxxxx Act, the Federal Trade Commission’s Red Flags Rule (which implements Section 114 of the Fair and Accurate Credit Transactions Act of 2003), and The Health Insurance Portability and Accountability Act (HIPAA), and Vendor shall obtain, in advance, all necessary permissions and consents in regards to its collection and/or receipt of any such Confidential Information or PII. In the event that UF will share with Vendor or provides access to Vendor of any Protected Health Information (“PHI”), as that term is defined by state or federal law, in order to perform the Agreement, UF and Vendor shall enter into a separate business associate agreement which will govern the use of the PHI (in lieu of this provision). Vendor agrees that, upon request from UF or upon the termination or expiration of the Agreement, Vendor shall return to UF, and shall erase, destroy, and render unreadable as applicable, all Confidential Information, PII and PHI from all files, hard drives, computer or network systems, backup systems, cloud storing services or from any other location containing any such information, and certify in writing to UF that these actions have been completed within thirty (30) days of the termination or expiration of the Agreement or within seven (7) days of the request of UF, whichever shall come first. In the event of a breach of any of Vendor's obligations herein, Vendor agrees to indemnify, hold harmless and defend UF against any claims, damages, or other harm related to such breach. In the event the Vendor required by subpoena or other judicial or administrative process or by law to disclose such records PII, PHI, or Confidential Information, the Vendor shall (i) provide UF with prompt notice th...
Confidentiality/Privacy. 17.1 Each party shall keep the Confidential Information (as defined in subsection (a) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except as further set forth herein or as otherwise expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of this provision. Notwithstanding the foregoing, or anything in this Agreement to the contrary, each Fund is hereby authorized to identify Transfer Agent in its reports to Shareholders, registration statement filed with the Securities and Exchange Commission under the 1933 Act and the 1940 Act, and to file this Agreement as an exhibit to such registration statement.
Confidentiality/Privacy. 3.1 Vendor acknowledges that in the course of its engagement by Prudential, Vendor may receive or have access to confidential and proprietary information about, and Vendor's engagement by Prudential may bring it into close contact with confidential and proprietary information of Prudential or third parties with whom Prudential conducts business. Such information is defined below and collectively referred to as "Confidential Information." In recognition of the foregoing, Vendor covenants and agrees that:
3.1.1 it will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;
3.1.2 it will use and disclose Confidential Information solely for the purpose for which such information, or access to it, is provided pursuant to the terms of this Agreement, and will not use or disclose Confidential Information for Vendor's own purposes or for the benefit of anyone other than Prudential;
3.1.3 it will not, directly or indirectly, disclose Confidential Information to anyone outside Prudential, except with Prudential's prior written consent as permitted under the terms of this Agreement; and
3.1.4 it shall upon earlier of (i) completion of an engagement or termination of this Agreement or the applicable Engagement Schedule; (ii) determination that it has no need for Confidential Information; or (iii) at any time Prudential requests, dispose of all records, electronic or otherwise (including all backup records and/or other copies thereof) regarding or including any Confidential Information that Vendor may then possess or control. Disposal may be achieved, at Prudential's option, through prompt delivery of the records to Prudential or destruction pursuant to Vendor's written policy governing such destruction and in a manner that renders the records unreadable and undecipherable by any means. Upon any occurrence of (i), (ii), or (iii) above, Vendor shall promptly certify in writing to Prudential, in a form acceptable to Prudential and executed by an authorized officer of Vendor, that all such Confidential Information has been destroyed or returned. Vendor shall be permitted to disclose Confidential Information only to its employees, employees of Affiliates, and permitted subcontractors (individually an "Employee" and collectively, "Employees") having
Confidentiality/Privacy. Vendor acknowledges and agrees that any and all documents, materials and information furnished to the Vendor by FIU or its affiliates in connection with the Agreement (the “Confidential Information”) are and shall remain at all times proprietary, and the sole property of FIU. Vendor shall not disclose Confidential Information to third parties unless it obtains FIU’s prior written consent
Confidentiality/Privacy. Destra and the Funds each acknowledge that it may obtain certain confidential information of the other parties to this Agreement, or, in the case of Destra, of the Adviser, the Funds and shareholders of the Funds, during the performance of its duties under this Agreement, and each party hereto agrees to treat all such confidential information as proprietary information of the applicable party and to keep such information confidential by using the same care and discretion it uses with respect to its own confidential information, property and trade secrets; provided, that a party may disclose confidential information if (i) such disclosure is approved in writing by the applicable xxxxx from which the confidential information originates or (ii) such disclosure is required by applicable laws, rules, and regulations (including, for the avoidance of doubt, disclosures required in any document filed, provided or furnished with or to the SEC, FINRA or other regulatory authority), or such disclosure is required to be made in response to a valid request by a regulatory authority having jurisdiction; and provided further that the Funds may disclose material terms of the Agreement to underwriters of the Funds and in the Prospectus and Statement of Additional Information for the Funds. If Destra is required or requested to disclose confidential information of the Funds or the Adviser pursuant to (ii) above, Destra shall immediately notify the Funds or the Adviser, as the case may be, in order to provide the Funds or the Adviser, as the case may be, the opportunity to pursue such legal or other action as such parties may desire to prevent the release of such confidential information, and such party agrees to provide reasonable assistance to any party seeking to prevent the release of such confidential information, at the expense of the requesting party. For purposes of this Agreement, “confidential information” does not include info1mation which, without any breach of Destra or the Funds of the foregoing, (1) is or becomes publicly available (other than in breach of this Agreement or a violation of a confidentiality obligation owed to a party hereto), (2) is in the possession of the Funds or Destra (as the case may be) prior to disclosure by the other party, (3) is independently developed by Destra or the Funds (as the case may be) outside the scope of this Agreement and without use of confidential information or (4) is rightfully obtained by Destra or the Funds (as the...
Confidentiality/Privacy. The Contractor shall comply with all applicable state and federal laws and regulations relating to confidentiality and privacy. In addition, in the performance of this Contract, the Contractor may acquire or have access to “personal data” and become a “holder” of such personal data (as defined in Mass. Gen. Laws ch. 66A) or personal information (as defined in Mass.Gen.Laws ch. 93H). Personal data and personal information shall be deemed to be “Personal Information.” Contractor shall implement feasible safeguards to restrict access and ensure the security, confidentiality and integrity of all Personal Information owned, controlled, stored, or maintained by University and provided to or accessed by Contractor in the performance of services irrespective of the medium in which it is held. The Contractor agrees that it shall inform each of its employees, servants or agents, having involvement with Personal Information of the laws and regulations relating to confidentiality and privacy.
Confidentiality/Privacy. (a) All parties hereto agree that any non-public information obtained hereunder concerning the other parties is confidential and may not be disclosed to any other person without the consent of the non-disclosing party, except as may be required by applicable law or at the request of the Commission or other governmental agency. The Transfer Agent agrees that it shall not use any non-public information for any purpose other than performance of its duties or obligations hereunder. The obligations of the parties under this Section shall survive the termination of this Agreement. The parties further agree that a breach of this Section would irreparably damage the non-disclosing party and accordingly agree that each of them is entitled, without bond or other security, to an injunction or injunctions to prevent breaches of this provision. Without limiting the foregoing, the Transfer Agent agrees on behalf of itself and its nominees, sub-contractors and employees to treat confidentially all records and other information relative to the Funds and their prior, present or potential Shareholders.
(b) The parties agree that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act ("Act"), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement, to any other party, except to the extent as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation. The Transfer Agent agrees to adopt policies and procedures that address administrative, technical and physical safeguards for the protection of information of consumers or customers of the Funds. The Transfer Agent agrees to adopt policies and procedures that address administrative, technical and physical safeguards for the protections of Information of consumers or customers of the Fund.
