Data Access and Proprietary Information. 6.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to: (a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation; (b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information; (c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions; (d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld); (e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and (f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law. 6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement. 6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 105 contracts
Samples: Transfer Agency and Service Agreement (Federated Hermes Core Trust III), Transfer Agency and Service Agreement (Federated Hermes Municipal Bond Fund, Inc.), Transfer Agency and Service Agreement (Federated Hermes High Income Bond Fund, Inc.)
Data Access and Proprietary Information. 6.1 8.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Fund Confidential Information Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationData. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company the Fund or its affiliates (collectively, “Fund Computers”)management company, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on computers of the Fund Computersor its management company), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to computers of the Fund’s terminal Fund or its management company to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 8.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 8.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
8.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure in a timely manner to correct such failuremanner. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 8.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
8.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 8. The obligations of this Section shall survive any termination of this Agreement.
Appears in 79 contracts
Samples: Transfer Agency and Service Agreement (Nuveen Credit Opportunities 2022 Target Term Fund), Transfer Agency and Service Agreement (Nuveen Preferred & Income 2022 Term Fund), Transfer Agency and Service Agreement (Nuveen California Select Tax Free Income Portfolio)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund ‘s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location locations agreed to between the Fund and the Transfer Agent and (iiiii) solely in accordance with the Transfer Agent’s applicable user documentationdocumentation as provided to the Fund;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement may cause the Transfer Agent immediate, substantial and irreparable harm, the value of which may be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavors in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES (OTHER THAN AS SET FORTH IN THIS AGREEMENT), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 28 contracts
Samples: Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc)
Data Access and Proprietary Information. 6.1 5.01 The Fund Trust acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund Trust by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or Bank. Such databases, programs, formats, designs, techniques and other third party (collectively, “Transfer Agent information are collectively referred to below as "Proprietary Information”). In no event ." The Trust agrees that it shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the Fund The Trust agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust computers, or (ii) solely from equipment at the location locations agreed to between the Fund Trust and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Trusts' computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationTrust, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Trusts' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent Bank (such permission not to be unreasonably withheld);
(e) Allow that the Fund to Trust shall have access only to those authorized transactions as agreed to between the Fund Trust and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statues.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.02 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 17 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock Municipal Income Trust Ii), Registrar, Transfer Agency and Service Agreement (Blackrock California Municipal Income Trust), Registrar, Transfer Agency and Service Agreement (Blackrock Florida Municipal Income Trust)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Authorized Participant information or the Confidential InformationInformation (as defined in Section 10.1 below) of the Trust. The Fund Trust, on behalf of itself and the Portfolios, agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to in writing between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentationdocumentation provided to the Trust;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain from causing allow the Trust or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and
(fv) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of this Section shall survive any earlier termination the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. Proprietary Information may be disclosed to the Trust’s officers, trustees, employees, contractors and auditors on a strictly need-to-know basis and as required by law.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner promptly endeavor to correct such failurefailure at no additional charge to the Trust. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR AVOIDANCE OF DOUBT, NOTHING IN THIS SUB-SECTION 5.3 SHALL EXCUSE TRANSFER AGENT FOR ANY FAILURE TO PERFORM THE SERVICES IN ACCORDANCE WITH THE STANDARD OF CARE SET FORTH IN SECTION 7 AND THE TERMS OF THIS AGREEMENT.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
5.6 The Trust may disclose Proprietary Information in the event that it is required to be disclosed: (i) by law or in a judicial or administrative proceeding; or (ii) by an appropriate regulatory authority having jurisdiction over the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted, including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to prevent such disclosure or obtain a protective order concerning such disclosure.
5.7 Notwithstanding Section 5.1, the Trust is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations for informational purposes
Appears in 16 contracts
Samples: Transfer Agency and Service Agreement (Capital Group Equity ETF Trust I), Transfer Agency and Service Agreement (Capital Group Fixed Income ETF Trust), Transfer Agency and Service Agreement (Capital Group Conservative Equity ETF)
Data Access and Proprietary Information. 6.1 5.1 The Fund Corporation acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Corporation by the Transfer Agent as part of the FundCorporation’s ability to access certain Fund Confidential Information Corporation-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Corporation. The Corporation and each Fund agrees agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Corporation agrees for itself and its employees officers and agents directors and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Corporation’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Corporation and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Corporation’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Corporation or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Corporation and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Corporation notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Corporation agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Corporation include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions an instruction made by the Corporation or any of its officers, employees, agents or subcontractors who have been designated by the Corporation as Authorized Persons without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
5.6 Notwithstanding Section 5.1, the Corporation is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Corporation’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Corporation’s internal business purposes and (ii) such reports may not be re-distributed by the Corporation except in the ordinary course of its business to Authorized Participants and internal organizations for informational purposes.
Appears in 15 contracts
Samples: Transfer Agency and Service Agreement (T. Rowe Price Exchange-Traded Funds, Inc.), Transfer Agency and Service Agreement (T. Rowe Price Exchange-Traded Funds, Inc.), Transfer Agency and Service Agreement (T. Rowe Price Exchange-Traded Funds, Inc.)
Data Access and Proprietary Information. 6.1 5.1 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent Bank as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent Bank on databases data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent Bank or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Bank and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of the Bank;
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; andparties;
(f) Honor to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 5.2 If the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.3 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 15 contracts
Samples: Transfer Agency and Service Agreement (Orbitex Group of Funds), Transfer Agency and Service Agreement (Pimco Fixed Income Shares), Transfer Agency and Service Agreement (Variable Annuity Portfolios)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information (defined in Section 10 below) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Affiliates, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 7.2 Transfer Agent Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) is or subsequently becomes publicly available without breach by the Fund, its employees, agents or subcontractors of any obligation owed to the Transfer Agent under this Agreement; (ii) is released for general disclosure by a written release by the Transfer Agent; (iii) is Fund Confidential Information, (iv) becomes known to the Fund from a source other than the Transfer Agent other than by the breach of an obligation of confidentiality owed to the Transfer Agent by such third party; or (v) is independently developed by the Fund without reference to information provided by the Transfer Agent. With respect to exceptions (iv) and (v), the burden shall be on the Fund to demonstrate, through appropriate documentation, the applicability of such exception.
7.3 The Fund acknowledges that its obligation to protect the Transfer Agent Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such information in breach of this Agreement may cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Transfer Agent Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 67. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 7.5 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund Funds shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.6 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security proceduresSecurity Procedures.
Appears in 15 contracts
Samples: Transfer Agency and Service Agreement (Federated Core Trust III), Transfer Agency and Service Agreement (Federated Core Trust/Pa), Transfer Agency and Service Agreement (Federated Equity Funds)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Fund Trust and each Portfolio agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 15 contracts
Samples: Transfer Agency and Service Agreement (Natixis ETF Trust II), Transfer Agency and Service Agreement (Sprott ETF Trust), Transfer Agency and Service Agreement (Clayton Street Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 14 contracts
Samples: Transfer Agency and Service Agreement (Credit Suisse Japan Growth Fund Inc), Transfer Agency and Service Agreement (Credit Suisse Institutional Money Market Fund Inc), Transfer Agency and Service Agreement (Enterprise Group of Funds Inc)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent
7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; and
(fii) Honor all reasonable are released for general disclosure by a written requests made release by the Transfer Agent to protect Agent; or (iii) are already in the possession of the receiving party at the Transfer Agent’s expense the rights time of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal receipt without obligation of confidentiality or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party’s and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through any electronic instructions to the Transfer Agent including in order to: to (but without limitation): (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such Proper Instruction is undertaken in conformity with applicable security proceduresaction.
7.6 Each party shall take reasonable efforts to advise its employees of their obligation pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 11 contracts
Samples: Transfer Agency and Service Agreement (Advisers Investment Trust), Transfer Agency and Service Agreement (Advisers Investment Trust), Transfer Agency and Service Agreement (Brandes Investment Trust)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or Bank. Such databases, programs, formats, designs, techniques and other third party (collectively, “Transfer Agent information are collectively referred to below as "Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. ." The Fund agrees to that it shall treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location locations agreed to between the Fund and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Funds' computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Funds' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent Bank (such permission not to be unreasonably withheld);
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between the Fund and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statutes.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.02 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 9 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Debt Strategies Fund Iii Inc), Registrar, Transfer Agency and Service Agreement (Muniholdings Michigan Insured Fund Ii Inc), Registrar, Transfer Agency and Service Agreement (Muniholdings New York Insured Fund Ii /New/)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 8 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (Cohen & Steers Low Duration Preferred & Income Fund, Inc.), Transfer Agency and Service Agreement (Smead Funds Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Transfer Agent by the Sub-Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Sub-Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Transfer Agent agrees to treat all Transfer Agent Proprietary Information as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Transfer Agent agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTransfer Agent’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance with the Sub-Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTransfer Agent’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Sub-Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Sub-Transfer Agent’s computer to the FundTransfer Agent’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Transfer Agent to have access only to those authorized transactions as agreed to between the Fund Sub-Transfer Agent and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent’s expense the rights of the Sub-Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Sub-Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Transfer Agent acknowledges that its obligation to protect the Sub-Transfer Agent’s Proprietary Information is essential to the business interest of the Sub-Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Sub-Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Sub-Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Sub-Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Transfer Agent include the ability to originate Proper Instructions through electronic instructions to the Sub-Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Sub-Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 8 contracts
Samples: Sub Transfer Agency and Service Agreement, Sub Transfer Agency and Service Agreement (Virtus Institutional Trust), Sub Transfer Agency and Service Agreement (Virtus Equity Trust)
Data Access and Proprietary Information. 6.1 5.1 The Fund Transfer Agent acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund Transfer Agent by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information". The Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event agrees that it shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the Fund The Transfer Agent agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Transfer Agent's computers, or (ii) solely from equipment at the location locations agreed to between the Fund Transfer Agent and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Agents computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationAgent, and if such access is inadvertently if accidently obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (Bank, such permission not to be unreasonably withheld);
(e) Allow that the Fund to Transfer Agent shall have access only to those authorized transactions as agreed to between the Fund Transfer Agent and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund applicable statutes. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section 5 shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 8 contracts
Samples: Sub Transfer Agent Agreement (Phoenix Series Fund), Sub Transfer Agent Agreement (Phoenix Income & Growth Fund), Sub Transfer Agent Agreement (Phoenix Investment Trust 97)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Trust Confidential Information maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)) of substantial value to the Transfer Agent or another third party. In no event shall Transfer Agent Proprietary Information be deemed Fund Authorized Participant information or Trust Confidential Information. The Fund Trust, on behalf of itself and the Portfolios, agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers Trust’s, computers, or on computers of Federated Services Company or its affiliates (collectively, “Fund Trust Computers”), or (ii) solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Trust Computers), ) the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information transmitted from the Transfer Agent’s computer computers to the FundTrust’s terminal to be retransmitted to any other computer terminal or other device device, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission consent not to be unreasonably withheld);
(ev) Allow allow the Fund Trust to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Transfer Agent Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that
(i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement;
(ii) that are released for general disclosure by a written release by the Transfer Agent; or
(iii) that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 The Trust may disclose Proprietary Information in the event that it is required to be disclosed: (i) by law or in a judicial or administrative proceeding; or (ii) by an appropriate regulatory authority having jurisdiction over the Trust; provided that all reasonable legal remedies incurred at the Transfer Agent’s expense for maintaining such information in confidence have been exhausted, including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to prevent such disclosure or obtain a protective order concerning such disclosure.
5.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; thereof provided, however, that the Fund Trust shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund Trust shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Creation Units, or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 8 contracts
Samples: Transfer Agency and Service Agreement (Federated Hermes ETF Trust), Transfer Agency and Service Agreement (Federated Hermes ETF Trust), Transfer Agency and Service Agreement (Federated Hermes ETF Trust)
Data Access and Proprietary Information. 6.1 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent Bank as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent Bank on databases data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent Bank or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Bank and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of the Bank;
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; andparties;
(f) Honor to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 6.2 If the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 6.3 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 8 contracts
Samples: Transfer Agency and Service Agreement (Ge Institutional Funds), Transfer Agency and Service Agreement (Nuveen Flagship Municipal Trust), Transfer Agency and Service Agreement (Kobrick HFS Investment Trust)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent Insurance Company as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent Insurance Company on databases data bases under the control and ownership of the Transfer Agent Insurance Company or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent Insurance Company or other third party (collectively, “Transfer Agent Proprietary Information”)parties. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Insurance Company and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) To access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Insurance Company and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Insurance Company's applicable user documentation;
(b) Refrain To refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain To refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent the Insurance Company in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Insurance Company's instructions;
(d) Refrain To refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of the Insurance Company;
(e) Allow That the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor To honor all reasonable written requests made by the Transfer Agent Insurance Company to protect protect, at the Transfer Agent’s expense Insurance Company's expense, the rights of the Transfer Agent Insurance Company in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take make reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund notifies the Transfer Agent Insurance Company that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Insurance Company shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Insurance Company may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent Insurance Company arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE AVAILABLE, BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT INSURANCE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Insurance Company in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Insurance Company shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Insurance Company from time to time.
Appears in 8 contracts
Samples: Administrative Services Agreement (Phlvic Variable Universal Life Account), Service Agreement (Phlvic Variable Universal Life Account), Service Agreement (Phoenix Life & Annuity Variable Universal Life Account)
Data Access and Proprietary Information. 6.1 The Fund 7.1 Each Fund, CSSI and CDI acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Fund, CSSI or CDI by the Transfer Agent as part of the Fund’s 's CSSI's or CDI's ability to access certain Fund Confidential Information Fund-related or MMDA-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data, nor shall Customer Data be deemed Proprietary Information of the Transfer Agent or such other third party. The Fund Each Fund, CSSI and CDI agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Fund, CSSI and CDI agrees for itself and its respective employees and agents to:
(a) Use such programs and databases Proprietary Information (i) solely on the Fund’s computers 's, CSSI's or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)CDI's computers, or (ii) solely from equipment at the location agreed to between the Fund Fund, CSSI or CDI, as applicable, and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's, CSSI's or CDI's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s 's computer to the Fund’s 's, CSSI's or CDI's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Fund, CSSI and CDI to have access only to those authorized transactions as agreed to between the Fund Fund, CSSI or CDI, as applicable, and the Transfer Agent; and
(f) and Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 8 contracts
Samples: Master Transfer Agency and Service Agreement (Calvert Tax Free Reserves), Master Transfer Agency and Service Agreement (Calvert Impact Fund Inc), Master Transfer Agency and Service Agreement (Calvert Social Investment Fund)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 8 contracts
Samples: Transfer Agency and Service Agreement (Ned Davis Research Funds), Transfer Agency and Service Agreement (Cohen & Steers Equity Income Fund Inc), Transfer Agency and Service Agreement (Cohen & Steers VIF Realty Fund, Inc.)
Data Access and Proprietary Information. 6.1 7.1 The Fund Administrator acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Administrator and each Trust by the Transfer Agent as part of the FundAdministrator’s and Trust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of a Trust. The Fund Administrator on behalf of itself and on behalf of each Trust and the Portfolios agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Administrator agrees for itself and its employees officers, on behalf of each Trust and applicable agents to:
(a) Use such programs and databases (i) solely on the FundAdministrator’s, Trust’s computers or on computers of Federated Services Company or its affiliates (collectivelysuch agent’s computers, “Fund Computers”), or (ii) solely from equipment at the location or locations agreed to between the Fund Administrator and the Transfer Agent (including such alternative locations as have been mutually agreed upon by the parties) and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersAdministrator’s, a Trust’s or such agent’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer to the FundAdministrator’s, a Trust’s terminal or such agent’s computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Administrator and a Trust to have access only to those authorized transactions as agreed to between the Fund Administrator and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Administrator for itself and on behalf of each Trust acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 The Administrator may disclose the Proprietary Information in the event that it is required to be disclosed: (i) by law or in a judicial or administrative proceeding; or (ii) by an appropriate regulatory authority having jurisdiction over the Administrator or the respective Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
7.5 If the Fund Administrator notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Administrator agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.6 If the transactions available to the Fund Administrator and each Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction reliance is reasonable and such instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.7 Each party shall take reasonable efforts to advise its employees and officers of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 7 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency Agreement, Transfer Agency and Service Agreement (PIMCO Managed Accounts Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Informationto include Customer Data (as defined in Section 10.1 below) which shall remain proprietary to the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s 's computers or on computers those of Federated Services Company the Fund's investment adviser, administrator or its affiliates (collectively, “Fund Computers”)distributor, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s) or those of the Fund's investment adviser, administrator or distributor), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal or that of the Fund's investment adviser, administrator or distributor to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(fe) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The . Notwithstanding the foregoing, the Transfer Agent acknowledges that the Fund shall take reasonable efforts to advise its employees may share the Proprietary Information of the Transfer Agent with the Fund's investment adviser, administrator or distributor or any of their obligations pursuant affiliates; provided that such parties are subject to this Section 6. The obligations of confidentiality to the Fund with regard to such Proprietary Information of the Transfer Agent no less stringent than those set forth in this Section Agreement
7.2 Proprietary Information shall survive not include all or any earlier termination portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time and agreed to by the Fund.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 7 contracts
Samples: Transfer Agency and Service Agreement (Loomis Sayles Funds Ii), Transfer Agency and Service Agreement (Gateway Trust), Transfer Agency and Service Agreement (Hansberger Institutional Series)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or 's computers; (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED FOR WARRANTIES EXPRESSLY STATED HEREIN, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 7 contracts
Samples: Transfer Agency and Service Agreement (Clipper Fund Inc), Transfer Agency and Service Agreement (Clipper Fund Inc), Transfer Agency and Service Agreement (Davis Variable Account Fund Inc)
Data Access and Proprietary Information. 6.1 5.1 The Transfer Agent represents and the Fund acknowledges that certain of the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Proprietary Information identified as such by the Transfer Agent or which, by its nature or under the circumstances, ought to be considered to be Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents (other than the Transfer Agent and its affiliates) to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
5.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 5. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 7 contracts
Samples: Transfer Agency and Service Agreement (Russell Investment Co), Transfer Agency and Service Agreement (Russell Investment Funds), Transfer Agency and Service Agreement (Russell Investment Co)
Data Access and Proprietary Information. 6.1 5.01 The Fund Trust acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund Trust by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or Bank. Such databases, programs, formats, designs, techniques and other third party (collectively, “Transfer Agent information are collectively referred to below as "Proprietary Information”). In no event ." The Trust agrees that it shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the Fund The Trust agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust computers, or (ii) solely from equipment at the location locations agreed to between the Fund Trust and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Trusts' computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationTrust, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Trusts' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent Bank, (such permission not to be unreasonably withheld);
(e) Allow that the Fund to Trust shall have access only to those authorized transactions as agreed to between the Fund Trust and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statues.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.02 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 6 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock Municipal 2018 Term Trust), Registrar, Transfer Agency and Service Agreement (Blackrock Core Bond Trust), Registrar, Transfer Agency and Service Agreement (Blackrock New York Municipal 2018 Term Trust)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges Virtus Mutual Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Virtus Mutual Funds by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Virtus Mutual Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Virtus Mutual Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund Virtus Mutual Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Virtus Mutual Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund Virtus Mutual Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 6 contracts
Samples: Transfer Agency and Service Agreement (Virtus Opportunities Trust), Transfer Agency and Service Agreement (Virtus Institutional Trust), Transfer Agency and Service Agreement (Virtus Equity Trust)
Data Access and Proprietary Information. 6.1 5.1 The Fund acknowledges that the databases, computer programs, screen formats, report formatsformats (except such screen formats and report formats as may be necessary to respond to shareholder problems or inquiries), interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent Bank as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent Bank on databases data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent Bank or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Bank and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 5.2 If the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.3 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 6 contracts
Samples: Transfer Agency and Service Agreement (Neuberger Berman Equity Series), Transfer Agency and Service Agreement (Neuberger & Berman Income Funds), Transfer Agency and Service Agreement (Income Managers Trust)
Data Access and Proprietary Information. 6.1 The Fund Transfer Agent acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund Transfer Agent by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information". The Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event agrees that it shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the Fund The Transfer Agent agrees for itself and its employees and agents toAgents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Transfer Agent's computers, or (ii) solely from equipment at the location locations agreed to between the Fund Transfer Agent and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Agent's computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationAgent, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing proprietary information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (Bank, such permission not to be unreasonably withheld);
(e) Allow that the Fund to Transfer Agent shall have access only to those authorized transactions as agreed to between the Fund Transfer Agent and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund applicable statutes. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement4.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 6 contracts
Samples: Sub Transfer Agency and Service Agreement (Calvert Fund), Sub Transfer Agency and Service Agreement (Acacia Capital Corp), Sub Transfer Agency and Service Agreement (Calvert Impact Fund Inc)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund 's ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location locations agreed to between the Fund and the Transfer Agent and (iiiii) solely in accordance with the Transfer Agent’s applicable user documentationdocumentation as provided to the Fund;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement may cause the Transfer Agent immediate, substantial and irreparable harm, the value of which may be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavors in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES (OTHER THAN AS SET FORTH IN THIS AGREEMENT), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 6 contracts
Samples: Transfer Agency and Service Agreement (Morgan Stanley Insight Fund), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Trust), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Transfer Agent as part of the each Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies Funds notify the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 6 contracts
Samples: Transfer Agency Agreement, Transfer Agency and Service Agreement (AIP Macro Registered Fund P), Transfer Agency and Service Agreement (AIP Macro Registered Fund A)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent Bank as part of the Fund’s 's ability to access certain Fund Confidential Information related data ("Customer Data") maintained by the Transfer Agent Bank on databases data bases under the control and ownership of the Transfer Agent or other third party Bank (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationBank. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Bank and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of the Bank;
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; andparties;
(f) Honor to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 6 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock California Insured Municipal 2008 Term Trust Inc), Registrar, Transfer Agency and Service Agreement (Aberdeen Global Income Fund Inc), Registrar, Transfer Agency and Service Agreement (Van Kampen Trust for Investment Grade Florida Municipals)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund 's ability to access certain Fund Confidential Information Fund‑related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or 's computers; (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED FOR WARRANTIES EXPRESSLY STATED HEREIN, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 6 contracts
Samples: Transfer Agency and Service Agreement (Selected International Fund, Inc), Transfer Agency and Service Agreement (Davis Variable Account Fund Inc), Transfer Agency and Service Agreement (Davis Series Inc)
Data Access and Proprietary Information. 6.1 14.1 The Fund acknowledges Customers acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Customers by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information related data ("Customers Data") maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomers Data. The Fund agrees Customers agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees agree that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Customers agree for itself themselves and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customers Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Customers shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement14.
6.3 14.2 If the Fund any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third-third party data, including, but not limited to, the accuracy thereof; provided. DATA, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 14.3 If the transactions available to the Fund Customers include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instructions without undertaking any further inquiry as long as such Proper Instruction is instructions are undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 6 contracts
Samples: Transfer Agency and Service Agreement (Van Kampen Municipal Opportunity High Income Fund), Transfer Agency and Service Agreement (Van Kampen Trust for Investment Grade Municipals), Transfer Agency and Service Agreement (Van Kampen Trust for Investment Grade New York Municipals)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this SECTION 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Credit Suisse Opportunity Funds), Transfer Agency and Service Agreement (Credit Suisse Strategic Small Cap Fund Inc), Transfer Agency and Service Agreement (Gam Funds Inc)
Data Access and Proprietary Information. 6.1 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals which may be furnished to the Fund it by the Transfer Accounting Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Portfolios-related data ("CUSTOMER DATA") maintained by the Transfer Accounting Agent on databases data bases under the control and ownership of the Transfer Accounting Agent or other third party (“Data Access Services”"DATA ACCESS SERVICES") constitute copyrighted, trade secret, or other proprietary information (collectively, "PROPRIETARY INFORMATION") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAccounting Agent. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Accounting Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund and the Transfer Accounting Agent and (iii) solely in accordance with the Transfer Accounting Agent’s 's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer the Accounting Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Accounting Agent’s 's instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of the Accounting Agent;
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Accounting Agent to protect at the Transfer Accounting Agent’s 's expense and risk the rights of the Transfer Accounting Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees and agents of their obligations pursuant to this Section 6. The obligations of this Section shall survive for a period of five (5) years any earlier termination of this Agreement.
6.3 . The Fund hereby acknowledges that the data and information it may access from the Accounting Agent utilizing the Data Access Services will be unaudited and may not be accurate due to inaccurate pricing of securities, delays of a day in updating a Portfolio's account and other causes for which Accounting Agent will not be liable to the Fund or any Portfolio. If the Fund notifies the Transfer Accounting Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Accounting Agent shall use its best efforts in a timely manner to correct such failurefailure as promptly as possible. Organizations from which the Transfer Data access services and all computer programs and software specifications used in connection therewith are provided on an as is, as available basis. The Accounting Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, expressly disclaims all warranties except those expressly stated herein including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, implied warranties of merchantability and the Transfer Agent fitness for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Servicesa particular purpose. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Accounting Agent in order to: to (i) effect the transfer or movement of cash or Shares; beneficial interests or (ii) transmit Shareholder interestholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Accounting Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with mutually acceptable security procedures established by the Accounting Agent and the Fund from time to time. Notwithstanding anything to the contrary in this Section 6, the Fund and its employees and agents may copy and duplicate Proprietary Information for its own internal use in a manner consistent with this Agreement. The Fund and its employees and agents may disclose any Proprietary Information (i) if and to the extent the Fund and its employees and agents are required to do so by applicable security procedureslaw or an order of a court of competent jurisdiction or other government agency having appropriate authority, in which case the Fund shall provide the Accounting Agent with timely notice prior to such disclosure and (ii) to the extent any of such documents, materials and information are made public by means other than a breach by the Fund or its respective employees and agents of the obligations hereunder. Notwithstanding anything in this Section 6 to the contrary, the Fund and its employees and agents shall have the right to independently develop products, provided they do so without any misappropriation of the Proprietary Information or violation of the Accounting Agent's copyright or patent rights or interests.
Appears in 5 contracts
Samples: Accounting Services Agreement (Government Income Portfolio), Accounting Services Agreement (Premium Portfolios), Accounting Services Agreement (Equity Portfolio/Ny)
Data Access and Proprietary Information. 6.1 14.1 The Fund acknowledges Customers acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Customers by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information related data (“Customers Data”) maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomers Data. The Fund agrees Customers agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees agree that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Customers agree for itself themselves and its employees and agents to:agents.
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customers Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Customers shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement14.
6.3 14.2 If the Fund any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third-third party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 14.3 If the transactions available to the Fund Customers include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instructions without undertaking any further inquiry as long as such Proper Instruction is instructions are undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Invesco Van Kampen Municipal Opportunity Trust), Transfer Agency and Service Agreement (Invesco Van Kampen Municipal Trust), Transfer Agency and Service Agreement (Invesco Van Kampen High Income Trust II)
Data Access and Proprietary Information. 6.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.3 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
6.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 6.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
6.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Nuveen Investment Trust Iii), Transfer Agency and Service Agreement (Nuveen Investment Funds Inc), Transfer Agency and Service Agreement (Nuveen Municipal Trust/Ma)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or Bank. Such databases, programs, formats, designs, techniques and other third party (collectively, “Transfer Agent information are collectively referred to below as "Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. ." The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent treat all Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location locations agreed to between the Fund and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Fund's computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Funds' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent Bank, (such permission not to be unreasonably withheld);
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between the Fund and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statues.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.02 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 5 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Gabelli Utilities Fund), Transfer Agency and Service Agreement (Gabelli Utility Fund), Registrar, Transfer Agency and Service Agreement (Gabelli Blue Chip Value Fund)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the each Fund by the Transfer Agent as part of the each Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “party. Nothing contained herein shall be construed as granting the Transfer Agent Proprietary any right, title or interest, express or implied, in or to any of each Fund’s intellectual property, data or Confidential Information”), including Customer Information, as both terms are defined in Section 10 below. Each Fund expressly reserves such rights. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Customer Information. The Each Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company each Fund or its affiliates (collectively, “Fund Computers”)agents, or (ii) solely from equipment at the location agreed to between the each Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computerseach Fund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the each Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the each Fund to have access only to those authorized transactions as agreed to between the each Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law; however, the foregoing shall not be construed to require each Fund to execute any assignments of intellectual property rights or to become a party to any litigation or other legal proceeding.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of this Section shall survive any earlier termination the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; (iii) are already in the possession of the receiving Party at the time of receipt without obligation of confidentiality or breach of this Agreement; or (iv) independently developed by each Fund without reliance upon, use or incorporation of any of the Transfer Agent’s Proprietary Information or intellectual property.
6.3 If 7.3 Each Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement may cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 The Transfer Agent represents and warrants that (i) the Data Access Services materially conform to the most recently issued user documentation for such services provided to each Fund, (ii) to the knowledge of the Transfer Agent, each Fund’s permitted use of the Data Access Services do not infringe the intellectual property rights of any third party and (iii) the Transfer Agent uses reasonable anti-virus measures in connection with its Data Access Services. In addition to and cumulative of all other remedies available to each Fund hereunder, in the event that a Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the each Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided. In the event that any claim involving infringement is made with regard to any of the Data Access Services, however, that the Fund Party receiving notice of such claim shall be entitled to insist that inform the Transfer Agent, other Party thereof and the Transfer Agent may, in its sole and absolute discretion, either (i) procure for the benefit of the each Fund shalla right to continue to use such Data Access Service, enforce any and all rights under applicable contracts for or (ii) replace or modify the Data Access ServicesService so as to be non-infringing without materially affecting the functions of the Data Access System, or (iii) if, in the Transfer Agent’s reasonable discretion, the actions described in (i) and (ii) are not capable of being accomplished on commercially reasonable terms within 120 days of notice of the claim, either party may terminate this Agreement with respect to affected Data Access Service. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENTThe Transfer Agent shall provide one of the foregoing remedies within a commercially reasonable period of time provided such remedy can be done at commercially reasonable costs. Notwithstanding the foregoing, the Transfer Agent shall have no liability or obligation of indemnity for any claim which is based upon (i) a modification of a Data Access Service by anyone other than the Transfer Agent or its agents; (ii) use of such service or system other than in accordance with the terms of this Agreement; (iii) use of such service or system in combination with other software or hardware not provided or authorized by the Transfer Agent if infringement could have been avoided by not using the Data Access Service in combination with such other software or hardware; or (iv) any system modification or development by the Transfer Agent or its agents that was made at the express, written request of each Fund and based on specifications provided by each Fund. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the each Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction (provided that the instruction conforms to the agreed procedures/format for making such instruction) without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable reasonably designed security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each Party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Schwab Annuity Portfolios), Transfer Agency and Service Agreement (Charles Schwab Family of Funds), Transfer Agency and Service Agreement (Schwab Investments)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Cohen & Steers Preferred Securities & Income Fund, Inc.), Transfer Agency and Service Agreement (John Hancock Trust), Transfer Agency and Service Agreement (Cohen & Steers European Realty Shares, Inc.)
Data Access and Proprietary Information. 6.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Transfer Agent Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 9.4 below) or the confidential information of the Trust. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its the Funds and their respective employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing the Transfer Agent Proprietary information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Trust’s employees or agents to have access only to those authorized transactions as agreed to between the Fund Trust and the Transfer AgentAgent from time to time; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Transfer Agent Proprietary Information shall not include all or any portion of any of the foregoing items that are: (1) already known by the Trust without an obligation of confidentiality other than under this Agreement; (2) publicly known or becomes publicly known through no unauthorized act of the Trust; (3) independently developed by The Fund without use of the Transfer Agent’s confidential information; (4) disclosed without similar restrictions to an unaffiliated third party by the Transfer Agent; or (5) approved by the Transfer Agent for disclosure. In any dispute with respect to these exclusions, the burden of proof will be on the Trust to show that the exclusion applies.
6.3 The Trust acknowledges that its obligation to protect the Transfer Agent Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Transfer Agent Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Transfer Agent Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
6.4 If the Trust notifies the Transfer Agent that any of the Data Access Services (defined in Section 6.1) do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure as promptly as possible and in accordance with any applicable service level requirements set forth in Schedule 1.2(d). Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.5 If the transactions available to the Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
6.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Allspring Funds Trust), Transfer Agency and Service Agreement (Allspring Variable Trust), Transfer Agency and Service Agreement (Allspring Funds Trust)
Data Access and Proprietary Information. 6.1 The Fund 5.01 Each Portfolio acknowledges that the databasesdata bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals (collectively, "Proprietary Information") furnished to the Fund Portfolio by the Transfer Agent Bank as part of the Fund’s Portfolio's ability to access certain Fund Confidential Information Portfolio-related data ("Customer Data") maintained by the Transfer Agent Bank on databases data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent Bank or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Each Portfolio agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Portfolio agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Bank and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
; (d) Refrain to refrain from causing or allowing information transmitted third-party data required hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld);
prior written consent of the Bank; (e) Allow that the Fund to Portfolio shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund a Portfolio notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall use its best efforts in a timely manner to promptly correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund each Portfolio agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund Portfolios include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder Investor information or other informationinformation (such transactions are known as "Customer Originated Electronic Financial Instructions" or "COEFI"), then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Non Us Fixed Income Portfolio), Transfer Agency and Service Agreement (Global Strategic Income Portfolio), Transfer Agency and Service Agreement (Series Portfolio)
Data Access and Proprietary Information. 6.1 5.1 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent Bank as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent Bank on databases data bases under the control and ownership of the Transfer Agent or other third party Bank (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent Bank or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at locations as may be designated in writing by the location agreed to between the Fund Bank and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of the Bank;
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; andparties;
(f) Honor to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 5.2 If the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.3 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Brazos Mutual Funds), Transfer Agency and Service Agreement (Style Select Series Inc), Transfer Agency and Service Agreement (Williams Capital Management Trust)
Data Access and Proprietary Information. 6.1 The 5.1 Each Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees officers and agents directors, and its agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal ’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund or such agents to have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the a Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; or (ii) transmit , Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Total Return U S Treasury Fund Inc), Transfer Agency and Service Agreement (Isi Strategy Fund Inc), Transfer Agency and Service Agreement (Managed Municipal Fund Inc)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges Phoenix Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Phoenix Funds by the Transfer Agent as part of the each Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Phoenix Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees agree that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Phoenix Funds agree for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund and as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Phoenix Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund notifies Phoenix Funds notified the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Phoenix Funds agree to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund Phoenix Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Phoenix Multi Sector Short Term Bond Fund), Transfer Agency and Service Agreement (Phoenix Strategic Allocation Fund Inc), Transfer Agency and Service Agreement (Phoenix Multi Sector Fixed Income Fund Inc)
Data Access and Proprietary Information. 6.1 5.1 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent IFTC as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent IFTC on databases data bases under the control and ownership of the Transfer Agent IFTC or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent IFTC or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent IFTC and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund locations as may be designated in writing by IFTC and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s IFTC's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s IFTC's instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of IFTC;
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; andparties;
(f) Honor to honor all reasonable written requests made by the Transfer Agent IFTC to protect at the Transfer Agent’s IFTC's expense the rights of the Transfer Agent IFTC in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 5.2 If the Fund notifies the Transfer Agent IFTC that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent IFTC shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent IFTC may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent IFTC arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.3 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent IFTC in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent IFTC shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by IFTC from time to time.
Appears in 4 contracts
Samples: Custody and Investment Accounting Agreement (Bull & Bear Global Income Fund Inc/), Custody and Investment Accounting Agreement (Bull & Bear U S Government Securities Fund Inc), Custody and Investment Accounting Agreement (Bull & Bear Municipal Income Fund Inc)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of or performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time or receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this SECTION 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Emerging Germany Fund Inc), Transfer Agency and Service Agreement (RCM Capital Funds Inc /Md/), Transfer Agency and Service Agreement (RCM Equity Funds Inc)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges Phoenix Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Phoenix Funds by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Phoenix Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Phoenix Funds agree for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Phoenix Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund Phoenix Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Phoenix Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund Phoenix Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Phoenix Investment Trust 97), Transfer Agency and Service Agreement (Phoenix Adviser Trust), Transfer Agency and Service Agreement (Phoenix Portfolios)
Data Access and Proprietary Information. 6.1 5.01. The Fund acknowledges Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Transfer Agent as part of the Fund’s Funds’ ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees agree that it they shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02. If the Fund notifies Fund(s) notifies(y) the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARYTHOSE EXPRESSLY STATED HEREIN, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03. If the transactions available to the Fund Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Virtus Investment Trust), Transfer Agency and Service Agreement (Virtus Investment Trust), Transfer Agency and Service Agreement (Allianz Funds Multi-Strategy Trust)
Data Access and Proprietary Information. 6.1 5.1 The Fund acknowledges Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Transfer Agent HASCO as part of the Fund’s their ability to access certain Fund Confidential Information and shareholder-related data maintained by the Transfer HASCO or a Sub-Agent on databases in data bases under the control and ownership of HASCO or the Transfer Sub-Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to HASCO, the Transfer Sub-Agent or other third party (collectivelyparty. For the avoidance of doubt, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential does not include Nonpublic Personal Information. The Fund agrees Funds agree to treat all Transfer Agent Proprietary Information as proprietary to HASCO or the Transfer Sub-Agent and further agrees agree that it they shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents toagents:
(a) Use such programs and to access HASCO’s or the Sub-Agent’s databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund locations as may be designated in writing by HASCO and the Transfer Agent and (iii) solely in accordance with HASCO’s or the Transfer Sub-Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer AgentHASCO’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the Transfer Agent (such permission not to be unreasonably withheld)prior written consent of HASCO;
(e) Allow that the Fund to Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent HASCO to protect at the Transfer Agent’s HASCO’ expense the rights of HASCO or the Transfer Sub-Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 5.3 If the Fund notifies the Transfer Agent Funds notify HASCO that any of the Data Access Services data services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent HASCO shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent HASCO may obtain certain data included in the Data Access Services data services provided by or on behalf of HASCO are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Transfer Agent HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, SUCH DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Hartford Mutual Funds Ii Inc), Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct), Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 6.1 The 5.1 Each Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the such Fund by the Transfer Agent as part of the such Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of a Fund. The Each Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees officers and agents directors, and their agents, to:
(ai) Use use such programs and databases (i) solely on the such Fund’s computers or on computers of Federated Services Company ’s, or its affiliates (collectively, “Fund Computers”)agents’ computers, or (ii) solely from equipment at the location location(s) agreed to between the such Fund and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computers to each Fund’s, or its agents’ computer to the Fund’s terminal to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow the Fund to have access only to those authorized transactions as agreed to between the upon by such Fund and the Transfer Agent; and
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the a Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the each Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the a Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; or (ii) transmit , Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Global Equity Long/Short Master Fund), Transfer Agency and Service Agreement (Morgan Creek Global Equity Long/Short Institutional Fund), Transfer Agency and Service Agreement (Global Equity Long/Short Master Fund)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges Phoenix Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Phoenix Funds by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Phoenix Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Phoenix Funds agree for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Phoenix Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund Phoenix Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Phoenix Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund Phoenix Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Phoenix Strategic Equity Series Fund), Transfer Agency and Service Agreement (Phoenix Equity Trust), Transfer Agency and Service Agreement (Phoenix Investment Series Fund)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Fund Trust and each Portfolio agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that (1) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) that are released for general disclosure by a written release by the Transfer Agent; or (iii) that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Creation Units, or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Northern Lights Fund Trust IV), Transfer Agency and Service Agreement (Texas Capital Funds Trust), Transfer Agency and Service Agreement (Elevation Series Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Fund Confidential Information Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationData. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company the Fund or its affiliates (collectively, “Fund Computers”)management company, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the computers of the Fund Computersor its management company), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to computers of the Fund’s terminal Fund or its management company to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure in a timely manner to correct such failuremanner. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Nuveen Managed Account Pooled Shares Trust), Transfer Agency and Service Agreement (Nuveen Investment Trust Ii), Transfer Agency and Service Agreement (Nuveen Investment Trust V)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) The acceptance of facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or the Fund, and the reliance by the Transfer Agent on the broker-dealer, TPA or the Fund ensuring that the original source documentation is in good order and properly retained;
(e) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(ef) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(fg) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (AXA Enterprise Multimanager Funds Trust), Transfer Agency and Service Agreement (Axa Enterprise Funds Trust), Transfer Agency and Service Agreement (AXA Enterprise Multimanager Funds Trust)
Data Access and Proprietary Information. 6.1 8.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Fund Confidential Information Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationData. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund or the Manager, and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on computers of the Fund Computersor the Manager), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to computers of the Fund’s terminal Fund or the Manager to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 8.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 8.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
8.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure in a timely manner to correct such failuremanner. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 8.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
8.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 8. The obligations of this Section shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Nuveen Long/Short Commodity Total Return Fund), Transfer Agency and Service Agreement (Nuveen Long/Short Commodity Total Return Fund), Transfer Agency and Service Agreement (Nuveen Diversified Commodity Fund)
Data Access and Proprietary Information. 6.1 7.1 The Fund Administrator acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Administrator and the Trust by the Transfer Agent as part of the FundAdministrator’s and Trust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Trust. The Fund Administrator on behalf of itself and on behalf of the Trust and the Portfolios agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Administrator agrees for itself and its employees officers, on behalf of the Trust and applicable agents to:
(a) Use such programs and databases (i) solely on the FundAdministrator’s, Trust’s computers or on computers of Federated Services Company or its affiliates (collectivelysuch agent’s computers, “Fund Computers”), or (ii) solely from equipment at the location or locations agreed to between the Fund Administrator and the Transfer Agent (including such alternative locations as have been mutually agreed upon by the parties) and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersAdministrator’s, the Trust’s or such agent’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer to the FundAdministrator’s, the Trust’s terminal or such agent’s computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Administrator and the Trust to have access only to those authorized transactions as agreed to between the Fund Administrator and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Administrator for itself and on behalf of the Trust acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 The Administrator may disclose the Proprietary Information in the event that it is required to be disclosed: (i) by law or in a judicial or administrative proceeding; or (ii) by an appropriate regulatory authority having jurisdiction over the Administrator or the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
7.5 If the Fund Administrator notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Administrator agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.6 If the transactions available to the Fund Administrator and the Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction reliance is reasonable and such instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.7 Each party shall take reasonable efforts to advise its employees and officers of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Pimco Variable Insurance Trust), Transfer Agency and Service Agreement (Pimco Funds), Transfer Agency and Service Agreement (Pimco Funds)
Data Access and Proprietary Information. 6.1 5.1 The Fund Company acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Transfer Agent as part of the FundCompany’s ability to access certain Fund Confidential Information Company-related data (“Company Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent (i) Proprietary Information be deemed Fund Confidential Company Data or (ii) Company Data be deemed to be Proprietary Information. The Fund Company agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees each for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the FundCompany’s computers (or on computers those of Federated Services Company its authorized agents, if any) or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund Company and the Transfer Agent and (iiiii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted the data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Company shall have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; andCompany Data;
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 65. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. 5.2 Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Company agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.3 If the transactions available to the Fund Company include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (Massmutual Select Funds), Transfer Agency and Service Agreement (Massmutual Premier Funds)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund ‘s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Aberdeen Funds), Transfer Agency and Service Agreement (CNL Funds), Transfer Agency and Service Agreement (IVA Fiduciary Trust)
Data Access and Proprietary Information. 6.1 5.1 The Fund Administrator acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Administrator and the Trust by the Transfer Agent as part of the FundAdministrator’s and the Trust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of the Trust. The Fund Administrator, on behalf of itself and the Trust and Portfolios, agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Administrator agrees for itself and its employees officers and agents employees, on behalf of the Trust and applicable agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelyAdministrator’s, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Administrator and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Administrator’s, the Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld)location;
(ev) Allow allow the Fund Administrator and the Trust to have access only to those authorized transactions as agreed to between upon by the Fund Administrator and the Transfer Agent; and;
(fvi) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 Notwithstanding any other provision to the contrary, the Administrator may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over the Administrator or the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.4 If the Fund Administrator notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Administrator agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.5 If the transactions available to the Fund Administrator and the Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (PIMCO Equity Series), Transfer Agency and Service Agreement (PIMCO ETF Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information (defined in Section 10 below) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “"Transfer Agent Proprietary Information”"). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s 's computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Affiliates, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 7.2 Transfer Agent Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) is or subsequently becomes publicly available without breach by the Fund, its employees, agents or subcontractors of any obligation owed to the Transfer Agent under this Agreement; (ii) is released for general disclosure by a written release by the Transfer Agent; (iii) is Fund Confidential Information, (iv) becomes known to the Fund from a source other than the Transfer Agent other than by the breach of an obligation of confidentiality owed to the Transfer Agent by such third party; or (v) is independently developed by the Fund without reference to information provided by the Transfer Agent. With respect to exceptions (iv) and (v), the burden shall be on the Fund to demonstrate, through appropriate documentation, the applicability of such exception.
7.3 The Fund acknowledges that its obligation to protect the Transfer Agent Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such information in breach of this Agreement may cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Transfer Agent Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 67. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 7.5 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund Funds shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.6 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security proceduresSecurity Procedures.
Section 7.1 shall not restrict any disclosure required to be made by Applicable Law, except that (i) in case of any requests or demands for the inspection of Transfer Agent Proprietary Information that arise from persons other than authorized officers of the Transfer Agent, the Fund will promptly notify the Transfer Agent and secure instructions from an authorized officer of the Transfer Agent as to such inspection and (ii) the Fund shall promptly notify an authorized officer of the Transfer Agent in writing of any and all legal actions received by or served on the Fund with respect to the Transfer Agent, and shall use its best efforts to promptly notify the Transfer Agent of all contacts and/or correspondence received by the Fund from any regulatory department or agency or other governmental authority purporting to regulate the Transfer Agent and not the Fund, regarding the Fund's duties and activities performed in connection with this Agreement, and will cooperate with the Transfer Agent in responding to such legal actions, contacts and/or correspondence. Notwithstanding the restrictions on Transfer Agent Proprietary Information described herein, when required by law, court order or regulatory authority, the Fund will disclose such Transfer Agent Proprietary Information as it deems reasonable and appropriate when required to do so by law, court order or regulatory authority. The Fund and the Transfer Agent will agree on reasonable procedures regarding such required disclosure and the Fund will make every reasonable effort to notify the Transfer Agent of requests for such information by the Securities and Exchange Commission or any other federal or State securities regulatory agencies prior to the release of such records.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Federated Stock Trust), Transfer Agency and Service Agreement (Federated Total Return Government Bond Fund), Transfer Agency and Service Agreement (Federated Total Return Government Bond Fund)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges Funds acknowledge that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Transfer Agent as part of the Fund’s Funds’ ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees agree that it they shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents toagents:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) to access Customer Data solely from equipment at the location agreed to between the Fund and locations as may be designated in writing by the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain to refrain from causing or allowing information transmitted third-party data acquired hereunder from the Transfer Agent’s computer to the Fund’s terminal to be being retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(e) Allow that the Fund to Funds shall have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agentparties; and
(f) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6Article 5. The obligations of this Section Article shall survive any earlier termination of this Agreement.
6.3 5.02 If the Fund notifies Fund(s) notifies(y) the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARYTHOSE EXPRESSLY STATED HEREIN, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.03 If the transactions available to the Fund Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Virtus Opportunities Trust), Transfer Agency and Service Agreement (Virtus Event Opportunities Trust), Transfer Agency and Service Agreement (Virtus Equity Trust)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Transfer Agent as part of Bank are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or Bank. Such databases, programs, formats, designs, techniques and other third party (collectively, “Transfer Agent information are collectively referred to below as "Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. ." The Fund agrees to that it shall treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent Bank and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location locations agreed to between the Fund and the Transfer Agent Bank and (iii) solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Funds' computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Bank's computer to the Fund’s Funds' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent Bank, (such permission not to be unreasonably withheld);
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between the Fund and the Transfer AgentBank; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statues.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.02 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Bank in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock High Yield Trust), Registrar, Transfer Agency and Service Agreement (Muniholdings Insured Fund Ii Inc), Registrar, Transfer Agency and Service Agreement (Mevc Draper Fisher Jurveston Fund I Inc)
Data Access and Proprietary Information. 6.1 5.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees officers and agents directors, and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company ’s, or its affiliates (collectively, “Fund Computers”)agents’ computers, or (ii) solely from equipment at the location location(s) agreed to between the Fund and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal ’s, or its agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow the Fund to have access only to those authorized transactions as agreed to between upon by the Fund and the Transfer Agent; and
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; that are independently developed by the Fund without reference to proprietary information or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; or (ii) transmit , Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Ares Dynamic Credit Allocation Fund, Inc.), Transfer Agency and Service Agreement (Ares Multi-Strategy Credit Fund, Inc.), Transfer Agency and Service Agreement (Ares Dynamic Credit Allocation Fund, Inc.)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of the Trust. The Fund Trust, on behalf of itself and the Funds, agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees, on behalf of the Funds and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; or (ii) transmit , Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (SSgA Master Trust), Transfer Agency and Service Agreement (SSgA Master Trust), Transfer Agency and Service Agreement (Pacific Select Fund)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Informationto include Customer Data (as defined in Section 10.1 below) which shall remain proprietary to the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s 's computers or on computers those of Federated Services Company the Fund's investment adviser, administrator or its affiliates (collectively, “Fund Computers”)distributor, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s) or those of the Fund's investment adviser, administrator or distributor), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal or that of the Fund's investment adviser, administrator or distributor to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(fe) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The . Notwithstanding the foregoing, the Transfer Agent acknowledges that the Fund shall take reasonable efforts to advise its employees may share the Proprietary Information of the Transfer Agent with the Fund's investment adviser, administrator or distributor or any of their obligations pursuant affiliates; provided that such parties are subject Appendix A - 11 to this Section 6. The obligations of confidentiality to the Fund with regard to such Proprietary Information of the Transfer Agent no less stringent than those set forth in this Section Agreement
7.2 Proprietary Information shall survive not include all or any earlier termination portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time and agreed to by the Fund.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (IXIS Advisor Funds Trust I), Transfer Agency and Service Agreement (Loomis Sayles Funds I), Transfer Agency and Service Agreement (IXIS Advisor Cash Management Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Tamarack Funds Trust), Transfer Agency and Service Agreement (Investors Mark Series Fund Inc), Transfer Agency and Service Agreement (Tamarack Funds Trust)
Data Access and Proprietary Information. 6.1 The Fund acknowledges that 5.1 Neither the Administrator, the Trust nor the Portfolios shall be granted, or acquire as part of receipt of services provided by the Transfer Agent hereunder, any right, title or interest, express or implied, or any intellectual property right in the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Administrator and the Trust by the Transfer Agent as part of the FundAdministrator’s and the Trust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event Notwithstanding the foregoing or any other provision of this Agreement, nothing contained herein shall be construed as granting Transfer Agent any right, title, or interest, express or implied, in or to any Portfolio Confidential Information (as defined below). The Proprietary Information be deemed Fund shall constitute Confidential Information. The Fund agrees to treat all Information of Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunderAgent. Without limiting the foregoing, the Fund Administrator agrees for itself and its employees officers and agents employees, on behalf of the Trust and applicable agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelyAdministrator’s, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Administrator and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Administrator’s, the Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld)location;
(ev) Allow allow the Fund Administrator and the Trust to have access only to those authorized transactions as agreed to between upon by the Fund Administrator and the Transfer Agent; and;
(fvi) Honor to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 Notwithstanding any other provision to the contrary, the Administrator may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over the Administrator or the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.4 If the Fund Administrator notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Administrator agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.5 If the transactions available to Administrator and the Fund include Trust have the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Schwab Strategic Trust), Transfer Agency and Service Agreement (Schwab Strategic Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this SECTION 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Aig Series Trust), Transfer Agency and Service Agreement (Stonebridge Funds Trust)
Data Access and Proprietary Information. 6.1 (a) The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Client Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other a third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other such third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationClient Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(ai) Use such programs and databases (iA) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (iiB) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iiiC) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(ciii) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtainedobtained and to the extent known by the Trust, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);; and
(ev) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent; and.
(fb) Honor Proprietary Information shall not include all reasonable or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written requests made release by the Transfer Agent to protect Agent; or (iii) are already in the possession of the receiving party at the Transfer Agent’s expense the rights time of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal receipt without obligation of confidentiality or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination breach of this Agreement.
6.3 (c) The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
(d) If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist provided that the Transfer Agent, Agent uses reasonable care and skill in the Transfer Agent for the benefit selection of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Servicessuch organizations. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 (e) If the transactions available to the Fund Trust include the ability to originate Proper Instructions through any electronic instructions to the Transfer Agent including in order to: to (but without limitation): (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely in good faith on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such action.
(f) Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 9.
(g) In addition, the Transfer Agent shall provide the Trust, and allow the Trust to provide to the relevant Shareholders, access to certain Data Access Services that permit Shareholders to interact with the Transfer Agent and certain systems via a secured online portal using multifactor authentication (collectively, “OLA”). The OLA includes the ability to access and review account information and initiate transaction requests if permitted by the Trust. The following functions may also be included as long as part of the Data Access Services offering: (i) add and validate investor bank instructions, (ii) perform account maintenance and update information on record, and (iii) facilitate electronic delivery of and secure portal access to investor statements and Fund documents. The Trust agrees that Shareholder access may be subject to the Shareholder acknowledging and accepting terms of use required by the Transfer Agent or the applicable third party providing such Proper Instruction is undertaken in conformity with applicable security proceduresData Access Services.
(h) The obligations of this Section shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (Perpetual Americas Funds Trust), Transfer Agency and Services Agreement (Perpetual Americas Funds Trust)
Data Access and Proprietary Information. 6.1 5.01 The Fund acknowledges that the databasesdata bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Transfer Agent as part of Registrar are provided solely in connection with the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases services rendered under the control this Agreement and ownership of the Transfer Agent constitute copyrighted trade secrets or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or Registrar. Such databases, programs, formats, designs, techniques and other third party (collectively, “Transfer Agent information are collectively referred to below as "Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. ." The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent treat all Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents toagents:
(a) Use to use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location locations agreed to between the Fund and the Transfer Agent Registrar and (iii) solely in accordance with the Transfer Agent’s Registrar's applicable user documentation;
(b) Refrain to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Fund's computers) any part of any Proprietary Information;
(c) Refrain to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Transfer Agent Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform Transfer Agent in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Transfer Agent’s instructionssame Proprietary Information;
(d) Refrain to refrain from causing or allowing information transmitted from the Transfer Agent’s Registrar's computer to the Fund’s Funds' terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent Registrar, (such permission not to be unreasonably withheld);
(e) Allow that the Fund to shall have access only to those authorized transactions as agreed to between the Fund and the Transfer AgentRegistrar; and
(f) Honor all to honor reasonable written requests made by the Transfer Agent Registrar to protect at the Transfer Agent’s Registrar's expense the rights of the Transfer Agent Registrar in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statues.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.02 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent Registrar in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Registrar shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Registrar from time to time.
Appears in 2 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Gabelli Global Utility & Income Trust), Registrar, Transfer Agency and Service Agreement (Gabelli Dividend & Income Trust)
Data Access and Proprietary Information. 6.1 The Fund 5.1 Each Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund such Trust by the Transfer Agent as part of the Fundsuch Trust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of a Trust. The Fund Each Trust and each Portfolio agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive Agreement; that are released for general disclosure by a written release by the Transfer Agent; that are required to be disclosed to comply with any earlier termination legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund a Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund each Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund a Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Master Transfer Agency and Service Agreement (Hartford Funds NextShares Trust), Master Transfer Agency and Service Agreement (Hartford Funds Exchange-Traded Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund ‘s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Homestead Funds Trust), Transfer Agency and Service Agreement (Homestead Funds Inc)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund 's ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively's computers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s terminal 's computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Fifth Third Funds), Transfer Agency and Service Agreement (Fifth Third Funds)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of the Trust. The Fund Trust, on behalf of itself and the Portfolio, agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees, on behalf of the Portfolio and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; or (ii) transmit , Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Investors Cash Trust), Transfer Agency and Service Agreement (Investors Cash Trust)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Fund agrees Trust and each Portfolio agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Eaton Vance NextShares Trust), Transfer Agency and Service Agreement (Eaton Vance NextShares Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Transfer Agent by the Sub-Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Sub-Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Transfer Agent agrees to treat all Transfer Agent Proprietary Information as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Transfer Agent agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Transfer Agent's computers, or (ii) solely from equipment at the location agreed to between the Fund Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance with the Sub-Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTransfer Agent's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Sub-Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Sub-Transfer Agent’s 's computer to the Fund’s Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Transfer Agent to have access only to those authorized transactions as agreed to between the Fund Sub-Transfer Agent and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent’s 's expense the rights of the Sub-Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Transfer Agent acknowledges that its obligation to protect the Sub-Transfer Agent's Proprietary Information is essential to the business interest of the Sub-Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Sub-Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Sub-Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Sub-Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Transfer Agent include the ability to originate Proper Instructions through electronic instructions to the Sub-Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Sub-Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Sub Transfer Agency and Service Agreement (Citifunds Trust Iii), Sub Transfer Agency and Service Agreement (Citifunds Trust I)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Portfolio-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures reasonably established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (AARP Portfolios), Transfer Agency and Service Agreement (AARP Portfolios)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section I 0.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in Jaw, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMJTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (Highland Funds I)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer (s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Highland Global Allocation Fund), Transfer Agency and Service Agreement (Highland Global Allocation Fund Ii)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Trust Data”) maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. The parties acknowledge that Trust Data shall not be deemed Proprietary Information. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 Notwithstanding any other provision to the contrary, the Trust may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including but not limited to giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions an instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
5.7 Subject to Section 5.1, the Trust may use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations for informational purposes.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (VanEck Ethereum Trust), Transfer Agency and Service Agreement (VanEck Bitcoin Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Customer Data, nor shall Customer Data be deemed Proprietary Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary InformationInformation (however, the Fund is not prohibited from printing screens);
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of this Section shall survive any earlier termination the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; (iii) are already in the possession of the receiving party at the time or receipt without obligation of confidentiality or breach of this Agreement, or (iv) are required to be disclosed pursuant to applicable law or pursuant to an order of a court of competent jurisdiction or other governmental agency having appropriate authority (in which case the Fund shall, to the extent possible, provide the Transfer Agent with timely notice prior to any such disclosure). The Fund may make disclosures that are necessary or convenient for purposes of enforcing its rights against the Transfer Agent and may disclose Proprietary Information to its attorneys, accountants, investment officer and other professional advisers provided if the Fund selected such persons, the Fund shall have exercised due care in selecting and monitoring the same.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (CGM Trust), Transfer Agency and Service Agreement (CGM Capital Development Fund)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, object code, documentation manuals, and documentation manuals user guides, furnished to the Fund Trust by the Transfer Agent or its Affiliates as part of the FundTrust’s ability to access certain Fund Confidential Information Trust -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party its Affiliates (including DST Systems, Inc. and DST Technologies, Inc. (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)its Affiliates. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Trust. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and its Affiliates and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent or the Transfer Agent’s Affiliates and (iii) solely in accordance with the Transfer Agent’s applicable user documentationdocumentation of the Transfer Agent or its Affiliates;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Trust to have access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent and its Affiliates in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of this Section shall survive any earlier termination the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent and its Affiliates; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. The party alleging one of the foregoing exceptions shall have the burden of proof with respect to documenting the applicability of such exception.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and its Affiliates and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent and its Affiliates immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent and/or its Affiliates shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED THOSE EXPRESSLY STATED HEREIN TO THE CONTRARY, THE TRANSFER AGENT AND ITS AFFILIATES EXPRESSLY DISCLAIMS DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust or XXXX include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
7.6 During the term of this Agreement, the Transfer Agent’s affiliate, DST Technologies, Inc., will provide the Trust with access to and, subject to and in accordance with the terms and conditions set forth in this Agreement, those attached hereto as Schedule 7.6 and those set forth in the applicable security proceduresAWD user documentation maintained and made available to the Trust on the DST Customer Center website (the “AWD Obligations”), and the Trust’s agreement to comply with and to fulfill all AWD Obligations applicable to it, hereby grants the Trust a non-exclusive, non-transferable license to use, and will provide new Releases as necessary at no additional cost (and new Versions upon payment of the applicable fees) for, the machine executable (object code) copy of the proprietary work management software known as “Automated Work Distributor®” or AWD” installed on workstations (the “Workstation Software”) for certain workstations maintained on the Trust’s premises.
7.7 During the term of this Agreement, the Transfer Agent will provide the Trust with access to and use of that part of the AWD Software that resides on an AS/400 server and certain other servers (the “AWD Server Software”) which are operated by the Transfer Agent’s affiliate, DST Systems, Inc. (the “DST Server”) and located at the AWD Data Center of DST Systems, Inc. located at 000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx (the “AWD Data Center”) subject to and in accordance with the terms and conditions set forth in this Agreement and those attached hereto as Schedule 7.7.
7.8 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Allstate Financial Investment Trust), Transfer Agency and Service Agreement (Allstate Financial Investment Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time or receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Century Capital Managment Trust), Transfer Agency and Service Agreement (Merrill Lynch Funds for Institutions Series)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s 's ability to access certain Fund Confidential Information Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively but not including any Customer Data, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents except as may be required pursuant to applicable law to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)'s computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentationdocumentation agreed to by the Fund;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s 's computer to the Fund’s 's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time and agreed to by the Fund.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Schroder Global Series Trust), Transfer Agency and Service Agreement (Schroder Global Series Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Client Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationClient Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtainedobtained and to the extent known by the Trust, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);; and
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent.
7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; and
(fii) Honor all reasonable are released for general disclosure by a written requests made release by the Transfer Agent to protect Agent; or (iii) are already in the possession of the receiving party at the Transfer Agent’s expense the rights time of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal receipt without obligation of confidentiality or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to as soon as possible correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist provided that the Transfer Agent, Agent uses reasonable care and skill in the Transfer Agent for the benefit selection of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Servicessuch organizations. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through any electronic instructions to the Transfer Agent including in order to: to (but without limitation): (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely in good faith on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such Proper Instruction is undertaken in conformity with applicable security proceduresaction.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (JOHCM Funds Trust), Transfer Agency and Services Agreement (JOHCM Funds Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Trust agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures reasonably established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (AARP Funds)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Trust and each Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that (1) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) that are released for general disclosure by a written release by the Transfer Agent; or (iii) that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Creation Units, or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (TCW ETF Trust), Transfer Agency and Service Agreement (TCW ETF Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Client Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationClient Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);; and
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent.
7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; and
(fii) Honor all reasonable are released for general disclosure by a written requests made release by the Transfer Agent to protect Agent; or (iii) are already in the possession of the receiving party at the Transfer Agent’s expense the rights time of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal receipt without obligation of confidentiality or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through any electronic instructions to the Transfer Agent including in order to: to (but without limitation): (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such Proper Instruction is undertaken in conformity with applicable security proceduresaction.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (JOHCM Funds Trust), Transfer Agency and Services Agreement (Datum One Series Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;; and
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent.
7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; and
(fii) Honor all reasonable are released for general disclosure by a written requests made release by the Transfer Agent to protect Agent; or (iii) are already in the possession of the receiving party at the Transfer Agent’s expense the rights time of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal receipt without obligation of confidentiality or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party’s and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through any electronic instructions to the Transfer Agent including in order to: to (but without limitation): (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as provided that it reasonably believes such Proper Instruction is undertaken instructions to be genuine, the Trust in conformity with applicable all cases shall be required to follow all security proceduresprocedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such action.
7.6 The Transfer Agent shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Northern Institutional Funds), Transfer Agency and Service Agreement (Northern Funds)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s Fund ‘s ability to access certain Fund Confidential Information -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectivelycomputers, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Pax World Funds Series Trust Iii), Transfer Agency and Service Agreement (Cohen & Steers MLP & Energy Opportunity Fund, Inc.)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Informationto include Customer Data (as defined in Section 10.1 below) which shall remain proprietary to the Fund. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers those of Federated Services Company the Fund’s investment adviser, administrator or its affiliates (collectively, “Fund Computers”)distributor, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s) or those of the Fund’s investment adviser, administrator or distributor), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal or that of the Fund’s investment adviser, administrator or distributor to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(fe) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The . Notwithstanding the foregoing, the Transfer Agent acknowledges that the Fund shall take reasonable efforts to advise its employees may share the Proprietary Information of the Transfer Agent with the Fund’s investment adviser, administrator or distributor or any of their obligations pursuant affiliates; provided that such parties are subject to this Section 6. The obligations of confidentiality to the Fund with regard to such Proprietary Information of the Transfer Agent no less stringent than those set forth in this Section Agreement
7.2 Proprietary Information shall survive not include all or any earlier termination portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: to (i) effect the transfer or movement of cash or Shares; Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time and agreed to by the Fund.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Gateway Trust), Transfer Agency and Service Agreement (Hansberger International Series)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges and the Sub-Transfer Agent acknowledge that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund and the Sub-Transfer Agent by the Transfer Agent as part of the Sub-Transfer Agent’s and the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Sub-Transfer Agent and the Fund agrees agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Sub-Transfer Agent and the Fund agrees agree for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Sub-Transfer Agent’s or the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and between the Sub-Transfer Agent and the Transfer Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersSub-Transfer Agent’s and the Fund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Sub-Transfer Agent’s or the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Sub-Transfer Agent and the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent and between the Sub-Transfer Agent and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Sub-Transfer Agent and the Fund acknowledge that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If either the Sub-Transfer Agent or the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Sub-Transfer Agent and the Fund agrees agree to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Sub-Transfer Agent and the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency, Sub Transfer Agency and Service Agreement, Transfer Agency Agreement (Marshall Funds Inc)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees (references to officers and/or trustees of the Trust as used herein shall be deemed to include officers and/or trustees/directors of the Sponsor) and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust’s, or (ii) such agents’ computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer computers to the Fund’s terminal Trust’s, or such agents’ computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Baskets or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (WisdomTree Bitcoin Fund), Transfer Agency and Service Agreement (WisdomTree Coal Fund)
Data Access and Proprietary Information. 6.1 The Fund 7.1 Each Fund, CSSI and CDI acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Fund, CSSI or CDI by the Transfer Agent as part of the Fund’s 's CSSI's or CDI's ability to access certain Fund Confidential Information Fund-related or MMDA-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data, nor shall Customer Data be deemed Proprietary Information of the Transfer Agent or such other third party. The Fund Each Fund, CSSI and CDI agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Fund, CSSI and CDI agrees for itself and its respective employees and agents to:
(a) Use such programs and databases Proprietary Information (i) solely on the Fund’s computers 's, CSSI's or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)CDI's computers, or (ii) solely from equipment at the location agreed to between the Fund Fund, CSSI or CDI, as applicable, and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund's, CSSI's or CDI's computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) Refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s 's computer to the Fund’s 's, CSSI's or CDI's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund Fund, CSSI and CDI to have access only to those authorized transactions as agreed to between the Fund Fund, CSSI or CDI, as applicable, and the Transfer Agent; and
(f) and Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund . Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.
Appears in 2 contracts
Samples: Master Transfer Agency and Service Agreement (Summit Mutual Funds, Inc.), Master Transfer Agency and Service Agreement (Calvert SAGE Fund)
Data Access and Proprietary Information. 6.1 7.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the FundTrust’s ability to access certain Fund Confidential Information Trust-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the FundTrust’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Fund Trust and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersTrust’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the FundTrust’s terminal computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Trust and the Transfer Agent
7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; and
(fii) Honor all reasonable are released for general disclosure by a written requests made release by the Transfer Agent to protect Agent; or (iii) are already in the possession of the receiving party at the Transfer Agent’s expense the rights time of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal receipt without obligation of confidentiality or state law.
6.2 The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination breach of this Agreement.
6.3 7.3 The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party’s and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through any electronic instructions to the Transfer Agent including in order to: to (but without limitation): (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such Proper Instruction is undertaken in conformity with applicable security proceduresaction.
7.6 Each party shall take reasonable efforts to advise its relevant employees of their obligation pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Rimrock Funds Trust), Transfer Agency and Service Agreement (Rimrock Funds Trust)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges Funds acknowledge that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Transfer Agent as part of the each Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees Funds agree to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees agree that it they shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Funds’ computers, or (ii) solely from equipment at the location agreed to between the Fund Funds and the Transfer Agent Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFunds’ computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal Funds’ computer to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access Access only to those authorized transactions as agreed to between the Fund Funds and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Funds acknowledge that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies Funds notify the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best all commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund Funds include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (AARP Funds), Transfer Agency and Service Agreement (AARP Funds)
Data Access and Proprietary Information. 6.1 7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information Fund-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Data. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)computers, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund ComputersFund’s computer(s)), the Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 7.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Section shall survive any earlier termination Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 7.5 If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (787 Fund, Inc.), Transfer Agency and Service Agreement (Axa Enterprise Funds Trust)
Data Access and Proprietary Information. 6.1 The 5.1 Each Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the such Fund by the Transfer Agent as part of the such Fund’s ability to access certain Fund Confidential Information Fund-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationCustomer Information (as defined below) or the confidential information of a Fund. The Each Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees officers and agents directors, and their agents, to:
(ai) Use use such programs and databases (i) solely on the such Fund’s computers or on computers of Federated Services Company ’s, or its affiliates (collectively, “Fund Computers”)agents’ computers, or (ii) solely from equipment at the location location(s) agreed to between the such Fund and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computers to each Fund’s, or its agents’ computer to the Fund’s terminal to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow the Fund to have access only to those authorized transactions as agreed to between the upon by such Fund and the Transfer Agent; and
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the a Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the each Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the a Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder Units, Member information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement for a period of three (3) years from such date of termination.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Ironwood Multi-Strategy Fund LLC), Transfer Agency and Service Agreement (Ironwood Institutional Multi-Strategy Fund LLC)
Data Access and Proprietary Information. 6.1 5.1 The Fund Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Transfer Agent as part of the Fund’s Trust's ability to access certain Fund Confidential Information Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other another third party (collectively, “Transfer Agent Proprietary Information”)party. In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential InformationAuthorized Participant information or the confidential information of the Trust. The Fund Trust and each Portfolio agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees officers and agents trustees and their agents, to:
(ai) Use use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”)Trust's, or (ii) such agents' computers, or solely from equipment at the location location(s) agreed to between the Fund Trust and the Transfer Agent Agent, and (iii) solely in accordance with the Transfer Agent’s 's applicable user documentation;
(bii) Refrain refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
(ciii) Refrain refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(div) Refrain refrain from causing or allowing information Proprietary Information transmitted from the Transfer Agent’s computer 's computers to the Fund’s terminal Trust's, or such agents' computer to be retransmitted to any other computer terminal facility or other device location, except as expressly permitted by with the prior written consent of the Transfer Agent (such permission not to be unreasonably withheld)Agent;
(ev) Allow allow the Fund Trust or such agents to have access only to those authorized transactions as agreed to between upon by the Fund Trust and the Transfer Agent; and;
(fvi) Honor honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 The Fund 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 6. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
6.3 5.3 If the Fund Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS, AS AVAILABLE AVAILABLE" BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.4 5.4 If the transactions available to the Fund Trust include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) to effect the transfer or movement of cash or Shares; Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions instruction without undertaking any further inquiry as long as such Proper Instruction instruction is undertaken in conformity with applicable security proceduresprocedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Davis Fundamental ETF Trust), Transfer Agency and Service Agreement (Renaissance Capital Greenwich Funds)
