Common use of Confidentiality/Privacy Clause in Contracts

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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- how and trade secrets, whether or not capable of being patented or copyrighted, and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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); (iii) as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or (iv) 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1. (e) The provisions of this Article 17.1 shall survive termination of this Agreement. 17.2 Transfer Agent represents, warrants and agrees that it has adopted and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all of the following: (i) the provisions of this Agreement, including without limitation Article 17; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Information, Transfer Agent shall properly dispose of Confidential Information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 13. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (information security). Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, the Fund impacted by the material breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.

Confidentiality/Privacy. 17.1 Each The parties agree that any non-public information obtained hereunder concerning the other party shall keep is confidential and may not be disclosed to any other person without the Confidential Information (as defined in subsection (a) below) consent of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information party, except as further set forth herein may be required on a need to know basis in connection with the provision of services hereunder to the parties’ auditors, consultants or as otherwise expressly agreed in writing. Each party acknowledges that agents or by applicable law or at the Confidential Information request of the disclosing party will remain the sole property of such partyCommission 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 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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- how and trade secrets, whether or not capable of being patented or copyrighted, and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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); (iii) as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or (iv) 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1. (e) The provisions of this Article 17.1 shall survive termination of this Agreement. 17.2 Transfer Agent represents, warrants and agrees that it has adopted and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all of the following: (i) the provisions of this Agreement, including without limitation Article 1717.2; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Informationcustomer records and information, Transfer Agent shall properly dispose of Confidential Informationthe customer records and information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information customer records and information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 17.1, Article 17.2, and Article 1314. 17.3 17.2 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, Fund any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (Regulation S-P procedures, including without limitation, unauthorized access to customer records and information security)if Transfer Agent is or becomes aware of such breach incident or it would be reasonable to conclude that such breach incident likely occurred. If the Fund reasonably concludes that a breach has occurred, Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, shall cooperate fully and provide complete access to the Fund impacted by and its auditors in order for the material Fund to expeditiously investigate the breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2implement any response program it deems appropriate. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of arising from the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 17.2 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.317.2.

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, and 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, fee schedules, pricing lists, 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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology productsideas, systemsconcepts, or servicessoftware in various stages of development, technology documentationdesigns, testdrawings, audit and exam reports, data in technology systems, technological specifications, computer softwaretechniques, models, data, source code, object code, documentation, diagrams, flow charts, database contentsresearch, inventionsdevelopment, processes, procedures, “know-how,” user guides, and know- how data processing software and trade secrets, whether or not capable of being patented or copyrighted, systems and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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); (iii) as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or (iv) 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1. (e) The provisions of this Article 17.1 shall survive termination of this Agreement. 17.2 Transfer Agent represents, warrants and agrees that it has adopted and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all of the following: (i) the provisions of this Agreement, including without limitation Article 17; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Information, Transfer Agent shall properly dispose of Confidential Information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 1314. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, Fund any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (17, including without limitation, unauthorized access to customer records and information security)if Transfer Agent is or becomes aware of such breach incident or it would be reasonable to conclude that such breach incident likely occurred. If the Fund or the Transfer Agent reasonably concludes that a breach has occurred, Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, shall cooperate fully and provide complete access to the Fund impacted by and its agents and auditors in order for the material Fund to expeditiously investigate the breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2implement any response program it deems appropriate. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of arising from the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.

Confidentiality/Privacy. 17.1 Each (a) Any party hereto may disclose (the “Disclosing Party”) to another party (the “Receiving Party”) certain non-public information pursuant to this Agreement that the Disclosing Party considers confidential and/or proprietary, including without limitation software machine code or source code, technical processes and formulas, product designs, customer lists, product and business plans, advertising revenues, usage rates, projections, marketing and other data, the terms and provisions of this Agreement, sales, cost, account and other technical, business and financial information, as well as information that the Disclosing Party marks as confidential (“Confidential Information”), which may not be disclosed to any other person without the written consent of the Disclosing Party, except as provided in Section 16(b) to this Agreement. Notwithstanding the foregoing, Confidential Information does not include information (i) already known or rightfully received by the Receiving Party without an obligation of confidentiality, (ii) independently developed by the Receiving Party without use of Disclosing Party’s Confidential Information, or (iii) approved for disclosure in writing by the Disclosing Party; provided, however, the Transfer Agent agrees that it shall keep not use any Nonpublic Personal Information for any purpose other than performance of its duties or obligations hereunder. (b) Any Receiving Party shall make use of Confidential Information only for the purposes of this Agreement and shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature. The Receiving Party shall disclose Confidential Information only (i) to those of its officers, directors, employees and auditors with a need to know such Confidential Information, (ii) to those sub-contractors, representatives and consultants with a need to know such Confidential Information who are bound by a written agreement with the Receiving Party to confidentiality obligations no less protective of Confidential Information as defined provided for in subsection this Agreement; or (aii) belowas requested or required by court order, applicable law or regulation or any regulatory agency or governmental body having jurisdiction over the Receiving Party. (c) All Confidential Information shall remain the property of the other party Disclosing Party, and such Confidential Information and any copies thereof, shall be promptly returned to the Disclosing Party upon request (provided such return does not interfere with the performance of any obligations hereunder) or, in confidence and will connection with a termination of this Agreement, at the Disclosing Party’s sole option, destroyed, in which case the Disclosing Party shall be notified promptly in writing when its Confidential Information has been destroyed; provided, however, PFPC may retain copies of Confidential Information of the Funds that PFPC reasonably determines warranted for regulatory, audit or legal reasons. The furnishing of any Confidential Information between the parties shall not constitute the granting of any right or license to use or disclose or allow access to or use of such Confidential Information except as further set forth herein or as otherwise expressly agreed provided for in writing. Each party acknowledges that the Confidential Information this Agreement. (d) The obligations of the disclosing party will remain parties under this Section 16 shall survive the sole property termination of such partythis Agreement. The parties further agree that a breach of this provision Section would irreparably damage the other non-disclosing 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 Without limiting 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 agrees on behalf of itself and its contentsnominees, sub-contractors and employees to treat confidentially all compensation agreements, arrangements records and understandings (including waivers) respecting this Agreement, disputes pertaining other information relative to the Agreement, Funds 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 pasttheir prior, 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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- how and trade secrets, whether or not capable of being patented or copyrighted, and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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); (iii) as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or (iv) 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1potential Shareholders. (e) The provisions parties agree that any Nonpublic Personal Information, as defined under Section 248.3(t) of this Article 17.1 shall survive termination 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. 17.2 . 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 represents, warrants and agrees that it has adopted and implemented, and shall maintain to adopt written policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under of consumers or customers of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Funds. The Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all when disposing of consumer report information or any compilation of information derived from a consumer report, the following: (i) the provisions of this Agreement, including without limitation Article 17; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Information, Transfer Agent shall properly only dispose of Confidential Information, including, without limitation, any electronic or physical copies such information in any form, by taking reasonable measures to protect a manner which reasonably protects against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 13. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (information security). Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, the Fund impacted by the material breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.

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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- how and trade secrets, whether or not capable of being patented or copyrighted, and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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); (iii) as requested by a governmental, regulatory or self-self- regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or (iv) 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1. (e) The provisions of this Article 17.1 shall survive termination of this Agreement. 17.2 Transfer Agent represents, warrants and agrees that it has adopted and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all of the following: (i) the provisions of this Agreement, including without limitation Article 17; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Information, Transfer Agent shall properly dispose of Confidential Information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 13. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (information security). Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, the Fund impacted by the material breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.

Confidentiality/Privacy. 17.1 Each Any information disclosed by or on behalf of one party shall keep the Confidential Information (as defined in subsection (a) below) of to the other party during the term of this Agreement that is identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in confidence good faith to be treated as proprietary and/or confidential, including, without limitation, all information pertaining to Net Rates, commissions and will not use or disclose or allow access to or use margins, the amount of such Supplier Remittances, Distribution Channels, TripAdvisor Experiences Technology, and the terms of this Agreement, are “Confidential Information except as further set forth herein or as otherwise expressly agreed in writing. Each Information.” The party acknowledges that the receiving Confidential Information of the disclosing party will remain maintain safeguards against its destruction, loss, alteration or disclosure, which safeguards shall be consistent with industry best practices and no less rigorous than the sole property of such party. The parties further agree that a breach protections afforded by the receiving party to its own proprietary information and will not, during or after the term of this provision would irreparably damage Agreement, (a) use any such Confidential Information for any purpose other than to perform the receiving party’s obligations or exercise the receiving party’s rights under this Agreement and (b) disclose any such Confidential Information to any third party, other party and accordingly agree that each of them is entitled, without bond or other security, than disclosures made by TripAdvisor Experiences to an injunction or injunctions its Distribution Channels pursuant to prevent or halt breaches of the activities contemplated in this provisionAgreement. Notwithstanding the foregoing, or anything in the obligations of this Agreement Section do not apply 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 information which is: (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 available to the public, includingwithout any obligation of confidentiality, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless other than by a breach 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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- how and trade secrets, whether or not capable of being patented or copyrighted, and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of this Agreement by the receiving party; (iiiii) is rightfully received by the receiving party from a third party who, to the receiving party’s knowledge, is not under a duty without any obligation of confidentiality; (iviii) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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 reliance on the other party written notice of such requirement, to the extent such notice is permitted, and subject to proper jurisdiction, if applicable); (iii) as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other reviewparty’s Confidential Information; or (iv) generally made available to third parties by 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1. (e) The provisions of this Article 17.1 shall survive without restriction on disclosure. Upon termination of this Agreement. 17.2 Transfer Agent represents, warrants and agrees that it has adopted and implementedor upon the disclosing party’s earlier request, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it receiving party will use Customer Information only in compliance with return all of the following: (i) disclosing party’s Confidential Information in the provisions receiving party’s possession or under the receiving party’s control and will cease all use of this Agreement, including without limitation Article 17; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of such Confidential Information, Transfer Agent shall properly dispose of Confidential Information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 13. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (information security). Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, the Fund impacted by the material breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.

Confidentiality/Privacy. 17.1 Each party shall keep the Confidential Information (as defined in subsection (a) below) Any information and documents that are furnished, whether intentionally or unintentionally, by one party to the other, whether or not related to the Services and unless otherwise excepted in this Agreement, are proprietary, subject to the provisions of the other party in confidence this Section and will not use or disclose or allow access to or use of such are defined as “Confidential Information.” Confidential Information except as further set forth herein shall include, without limitation: the provisions of this Agreement; information concerning current, future or as proposed products and services (and their descriptions); financial information; information related to mergers or acquisitions; passwords and security procedures; computer programs, software and software documentation; lists or names of (or other information relating to) clients, customers or employees (including Employees) and/or prospective clients or customers; personal information about Employees; records; policies, practices, procedures, technical specifications and operating manuals; and all information, data or materials relating to the business, trade secrets and technology of either party, its clients, customers or employees, business affairs, affiliates (and its parents’ affiliates) and subsidiaries. For the purposes of this Agreement, any personal information or otherwise expressly agreed in writing. Each party acknowledges that sensitive or proprietary information provided by Talecris or by its Employees shall be deemed the Confidential Information of Talecris. Neither party shall have the disclosing party will remain right to use the sole property name 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 foregoingparty, or anything in this Agreement to the contraryany variant of that name, 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 advertising or other conduct of a party marketing or in connection with the Agreement, (ii) non-public personal information of the Fund’s shareholders, (iii) information and data of, owned any document prepared by or about a disclosing party or its affiliates, customersit, or subcontractors that may be provided to on its behalf or at its direction, unless prior written authorization is received from the other party or become known to the other party in the course of the relationship established such use is specifically permitted by this Agreement (notwithstanding the above, either party may indicate that an Agreement has been executed by the parties, without disclosing the details of 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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- how and trade secrets, whether or not capable of being patented or copyrighted, and (D) anything designated as confidential). (b) Information or data that would otherwise constitute Each Party shall, with respect to Confidential Information under subsection (a) above shall not constitute Confidential Information to of the extent itother party: (i) is already known to maintain the receiving party without Confidential Information in confidence within a duty of confidentiality at the time it is obtainedsecure system for its storage and handling; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; restrict disclosure to persons who “need to know”, in order to perform under this Agreement, (iii) is rightfully received from a restrict disclosure to any third party whoparty, to without prior written approval of the receiving other party’s knowledge, is not under a duty of confidentiality; and (iv) is released by inform third-parties of the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to confidential nature of the Confidential Information provided and obtain their agreement to abide by the protected partyobligations set forth in this Agreement. (c) The provisions of this Agreement shall not apply to Confidential Information that is (i) made public by the party having the right to keep the Confidential Information confidential, (ii) rightfully becomes generally available to the public, (iii) received from a third-party having the legal right to disclose the Confidential Information free of any obligation of confidence. In the event that either party becomes legally compelled to disclose any Confidential Information of a disclosing the other party, such party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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 with prompt prior notice, so that the party having the right to keep such requirement, Confidential Information confidential shall have reasonable time to the extent such notice is permitted, and subject to proper jurisdiction, if applicable); (iii) as requested by seek a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit protective order or other review; or (iv) 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 the receiving partyappropriate remedy. (d) To the extent Each party acknowledges that a breach or threatened breach of any of the provisions of this Section by the other party hereto discloses the Confidential Information may result in immediate and irreparable harm and that any remedies at law in such event may be inadequate. A breach, or threatened breach, of another party hereto in accordance with this Article 17.1, such disclosing Section by one party shall make reasonable efforts entitle the non-breaching party to ensure that suspend this Agreement immediately, shall be grounds for termination by the recipient of non-breaching party, and shall entitle the non-breaching party to seek injunctive relief to restrain the breach or threatened breach in any court with jurisdiction over such Confidential Information is boundmatters; these rights shall be in addition to, contractually and not in lieu of, any other remedies at law or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1in equity. (e) The provisions of this Article 17.1 shall survive Upon termination of this Agreement. 17.2 Transfer Agent represents, warrants all copies of the Confidential Information (including all electronic imaging of the Confidential Information) will either be destroyed or returned to the requesting party immediately upon such party’s request and agrees at such party’s cost of shipment, provided, however, that it has adopted GMAC GRS may retain any information necessary for tax and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and audit purposes. Each party agrees that it will use Customer Information only in compliance with all not retain any copy, summary or extract of the following: Confidential Information or any related work papers on any storage medium. Upon request, each party will provide a certification from an appropriate officer that the requirements of this subsection have been satisfied. (if) the The provisions of the Section shall survive the termination of this AgreementAgreement for a period of ten (10) years, including without limitation Article 17; and shall survive in perpetuity (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Information, Transfer Agent shall properly dispose of Confidential Information, including, without limitation, any electronic or physical copies extent permitted by law) in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of cases where Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 13consists of personally identifiable information of Employees. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (information security). Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, the Fund impacted by the material breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.

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, 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, business continuity and any other operational plans, procedures, practices and protocols, (C) information about technology products, systems, or services, technology documentation, test, audit and exam reports, data in technology systems, technological specifications, computer software, source code, object code, flow charts, database contents, inventions, and know- know-how and trade secrets, secrets whether or not capable of being patented or copyrighted, and (D) anything designated as confidential. (b) Information or data that would otherwise constitute Confidential Information under subsection (a) above shall not constitute Confidential Information to the extent it: (i) is already known to the receiving party without a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; or (v) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. (c) Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: (i) as appropriate in connection with activities contemplated by this Agreement; (ii) 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); (iii) as requested by a governmental, regulatory or self-regulatory authority or agency or independent third party in connection with an inquiry, examination, audit or other review; or (iv) 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 the receiving party. (d) To the extent that a party hereto discloses the Confidential Information of another party hereto in accordance with this Article 17.1, such disclosing party shall make reasonable efforts to ensure that the recipient of such Confidential Information is bound, contractually or otherwise, to confidentiality terms consistent with and no less stringent than the terms of this Article 17.1. (e) The provisions of this Article 17.1 shall survive termination of this Agreement. 17.2 Transfer Agent represents, warrants and agrees that it has adopted and implemented, and shall maintain policies and procedures that address administrative, technical and physical safeguards for the protection of customer information and records that are in compliance with Regulation S-P promulgated under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“Regulation S-P”) and all other applicable laws, rules, regulations, and governmental standards and Transfer Agent represents, warrants and agrees that it will use Customer Information only in compliance with all of the following: (i) the provisions of this Agreement, including without limitation Article 17; (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time; and (iii) privacy laws and regulations applicable to the Fund’s and Transfer Agent’s business, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999. When Transfer Agent disposes of Confidential Information, Transfer Agent shall properly dispose of Confidential Information, including, without limitation, any electronic or physical copies in any form, by taking reasonable measures to protect against unauthorized access to or use of the records or information in connection with its disposal, as required by Regulation S-P and all applicable laws, rules, regulations and governmental standards, or as directed by each Fund. Transfer Agent agrees to review and consider the implementation of any written safeguarding policy concerning the security, confidentiality and privacy of Confidential Information provided to it by each Fund, which may be amended from time to time. Transfer Agent shall be liable for its agents’, employees’, representatives’, and delegatees’ compliance with this Article 17 and Article 13. 17.3 Information and records about the Fund’s customers is confidential and shall not be disclosed, sold, copied, 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. Transfer Agent shall immediately notify and report to the applicable Fund, after investigation, any breach incident relating to procedures set out under Article 13 (confidentiality) and/or this Article 17 (information security). Transfer Agent shall take all necessary steps to determine the extent of the breach and in connection with a material breach incident, the Fund impacted by the material breach incident may visit facilities and premises of the Transfer Agent in accordance with Section 5.2. Transfer Agent shall use reasonable best efforts to work with the Fund to rectify any issues that come to light as a result of the breach incident. Transfer Agent agrees that a breach of the first sentence of this Article 17.3 would irreparably damage the Funds and accordingly agree that the Funds are entitled, without bond or other security, to an injunction or injunctions to prevent or halt breaches of the first sentence of this Article 17.3.