Common use of Confidentiality; Use of Name Clause in Contracts

Confidentiality; Use of Name. (a) Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers), and that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the “Confidential Information”). The parties agree that their respective officers and employees shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information and will not use or disclose information contained in, or derived from such Confidential Information for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of information: (i) that is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; (ii) rightfully received from another party prior to its receipt from the disclosing party; (iii) that is independently developed by the receiving party without reliance upon or use of any Confidential Information; and (iv) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall provide the disclosing party with written notice and request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such Confidential Information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential.

Confidentiality; Use of Name. (a) Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers), and that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the “Confidential Information”). The parties agree that their respective officers and employees shall take reasonable security precautions, at least treat all such proprietary information as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information and will not use or disclose information contained in, or derived from such Confidential Information material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of informationof: (i) information that is or subsequently becomes publicly known or available without through no act or failure to act of the receiving party’s breach of any obligation owed the disclosing partyparty under this Agreement; (ii) rightfully received information that was lawfully obtained by the receiving party from another a third party prior without any obligation known to its receipt from the disclosing partyrecipient to maintain the information as proprietary or confidential; (iii) information that is was independently developed by the receiving party recipient without reliance upon or any use of any Confidential Informationor reference to such proprietary information; and (iv) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall provide the disclosing party with written notice and request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such Confidential Information proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential. Unless and until instructed in writing to the contrary by the Portfolio Manager, the Trust agrees to hold the information provided by the Portfolio Manager with respect to the Account, including purchases, sales, holdings, or other information provided by the Portfolio Manager with respect to the Account, (“Portfolio Confidential Information”) in strict confidence and to take commercially reasonable precautions to protect such Confidential Information including, but not limited to all precautions the Trust employs with respect to its own confidential materials, but in no event less than commercially reasonable care. The Trust shall, and it shall direct its employees, officers, and agents (collectively, “Representatives” to, handle, use, treat and utilize such Portfolio Confidential Information only as follows: (i) use such Portfolio Confidential Information only for the Trust’s purposes; (ii) reproduce such Portfolio Confidential Information only to the extent reasonably necessary for such purpose; (iii) restrict disclosure of such Portfolio Confidential Information to its Representatives with a need to know that are directed to comply with the terms of the Agreement; (iv) use such Portfolio Confidential Information only for the purpose for which it was disclosed and not use or exploit such Portfolio Confidential Information for its own benefit or the benefit of another without the prior written consent of the Portfolio Manager; (v) not disclose such Portfolio Confidential Information or any information derived therefrom to any third party other than its Representatives and as required by law, regulation and legal process, without prior written approval of the Portfolio Manager. The Trust shall be responsible for any breach of the Agreement by its Representatives. The Trust shall promptly advise the Manager in the event that it becomes aware of the unauthorized disclosure or use of any Portfolio Confidential Information in contravention of the Agreement. In the event that the Trust receives notice from any person that it may become legally required or compelled to disclose any of the Portfolio Confidential Information, the Trust will promptly supply the Portfolio Manager with written notice thereof (if legally permitted and practicable) and the Portfolio Manager shall have the opportunity to seek a protective order or other arrangement to prevent the disclosure of the Portfolio Confidential Information. The Trust may make disclosures of Portfolio Confidential Information as required by law or court order provided the Trust uses commercially reasonable efforts to limit disclosure and to seek confidential treatment or a protective order and allows the Portfolio Manager to participate in the proceeding. Subject to the investment objectives, policies and restrictions applicable to the Account, the Portfolio Manager and any trading counterparties are authorized to disclose transaction and other information to data repositories and regulators for the purposes of meeting applicable transaction and other regulatory reporting requirements. The Trust acknowledges and agrees that due to the unique nature of Portfolio Confidential Information, the loss by the Portfolio Manager that may be suffered as a result of the breach, or threatened breach, of the covenants and agreements contained herein by the Trust might be immediate, irreparable and might not be adequately remedied by a judgment awarding monetary damages, and that in addition to any recovery of damages at law, the Portfolio Manager shall be entitled to seek (at its own expense) injunctive and, if appropriate, other equitable relief in that regard. It is acknowledged and agreed that the names “Xxxxxx Xxxxxxxxx,” “Xxxxxx Xxxxxxxxx Chief Investment Officers” (which is a registered trademark of Xxxxxx Xxxxxxxxx & Co., LLC (“HCCI”)), “HC Capital” and any derivative of either, as well as any logo that is now or shall later become associated with either name (“Marks”) are valuable property of HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any Xxxx without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the Pacific Investment Management Company LLC Marks (as defined below), by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor. The Trust shall also have sole responsibility for the accuracy and completeness of the Registration Statement, except for information regarding the Portfolio Manager that has been specifically approved by the Portfolio Manager for inclusion therein, or other information regarding the Portfolio provided by the Portfolio Manager for inclusion therein. For purposes of this Section 8, performance data shall mean data regarding the performance achieved by the Portfolio Manager in managing the Account and information that is available through third party organizations engaged in the business of gathering and evaluating performance and other data relating to the investment management industry. It is acknowledged and agreed that the names “Pacific Investment Management Company LLC” and “PIMCO” and any portion or derivative thereof, as well as any logo that is now or shall later become associated with the names (“PIMCO Marks”), are valuable property of the Portfolio Manager and that the use of the PIMCO Marks by the Trust or its agents is permitted only so long as this Agreement is in place. The provisions of this Section 8 shall survive termination of this Agreement.

Confidentiality; Use of Name. (a) Portfolio Manager Subadvisor and the Trust Advisor acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust Advisor or Portfolio ManagerSubadvisor, respectively (or to their affiliates affiliates, the Fund and/or the Fund's service providers), and that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the “Confidential Information”). The parties agree that their respective officers and employees shall take reasonable security precautions, at least treat all such proprietary information as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information and will not use or disclose information contained in, or derived from such Confidential Information material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s Fund's assets, provided, however, that this shall not apply in the case of information: (i) information that is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; (ii) rightfully received from another party prior to its receipt from the disclosing party; (iii) that is independently developed by the receiving party without reliance upon or use of any Confidential Informationavailable; and (ivii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager the Subadvisor or the TrustAdvisor, as the case may be, in which case such party shall provide the disclosing party with written notice and request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable best efforts to ensure that its agents or affiliates who may gain access to such Confidential Information proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names of the Advisor, the Subadvisor, and the Fund or its service providers, and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property. The parties agree neither will use the name of the other, or any Xxxx, without the prior written consent of the other party, except to the extent that such use is limited to the name, performance data, biographical data and other pertinent data by the Advisor for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Advisor without the prior written consent of Advisor or the Subadvisor, as the case may be, which consent shall not be unreasonably withheld. The provisions of this Section 11 shall survive termination of this Agreement.

Confidentiality; Use of Name. (a) Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers), and that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the “Confidential Information”). The parties agree that their respective officers and employees shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information and will not use or disclose information contained in, or derived from such Confidential Information for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, ; provided, however, that this shall not apply in the case of informationof: (i) information that is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; (ii) information rightfully received from another party prior to its receipt from the disclosing party; (iii) information that is independently developed by the receiving party without reliance upon or use of any Confidential Information; and (iv) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall provide the disclosing party with written notice and request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such Confidential Information shall be made aware of the its proprietary nature and shall likewise treat such materials as confidential.

Confidentiality; Use of Name. (a) Portfolio Manager Subadvisor and the Trust Advisor acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust Advisor or Portfolio ManagerSubadvisor, respectively (or to their affiliates affiliates, the Fund and/or the Fund’s service providers), and that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the “Confidential Information”). The parties agree that their respective officers and employees shall take reasonable security precautions, at least treat all such proprietary information as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information and will not use or disclose information contained in, or derived from such Confidential Information material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the TrustFund’s assets, provided, however, that this shall not apply in the case of information: (i) information that is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; (ii) rightfully received from another party prior to its receipt from the disclosing party; (iii) that is independently developed by the receiving party without reliance upon or use of any Confidential Informationavailable; and (ivii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager the Subadvisor or the TrustAdvisor, as the case may be, in which case such party shall provide the disclosing party with written notice and request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable best efforts to ensure that its agents or affiliates who may gain access to such Confidential Information proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names of the Advisor, the Subadvisor, and the Fund or its service providers, and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property. The parties agree neither will use the name of the other, or any Xxxx, without the prior written consent of the other party, except to the extent that such use is limited to the name, performance data, biographical data and other pertinent data by the Advisor for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Advisor without the prior written consent of Advisor or the Subadvisor, as the case may be, which consent shall not be unreasonably withheld. The provisions of this Section 11 shall survive termination of this Agreement.