Disclosure of Confidential Information to Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to its attorneys, accountants, auditors, consultants and other similar advisors that have a reasonable need to know such Confidential Information (“Representatives”) without the consent of the Disclosing Party, provided, however, that such Confidential Information is disclosed under obligations of confidentiality that prohibit the disclosure or use of such Confidential Information by the Representatives for any purpose other than the specific engagement with the Receiving Party, and provided further that, in the case of disclosure by the Trust as a Receiving Party, (i) such disclosure is solely for the purposes of advising the Trust with respect to their respective receipt of the Services, and (ii) the Representatives are not a State Street Competitor. The Parties acknowledge that use of Confidential Information by a Representative, whether in aggregated or anonymized form or otherwise, to represent any of its other clients in dealing with the Disclosing Party would constitute a breach of this Section 9.3. In circumstances where the Administrator is the Receiving Party, the term “Representatives” will include its Affiliates and Delegates (as defined below).
Appears in 2 contracts
Samples: Administration Agreement (TCW ETF Trust), Administration Agreement (TCW ETF Trust)
Disclosure of Confidential Information to Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to its attorneys, accountants, auditors, consultants and other similar advisors that have a reasonable need to know such Confidential Information (“Representatives”) without the consent of the Disclosing Party, provided, however, that such Confidential Information is disclosed under obligations of confidentiality that prohibit the disclosure or use of such Confidential Information by the Representatives for any purpose other than the specific engagement with the Receiving Party, and provided further that, in the case of disclosure by the Trust Client as a Receiving Party, (i) such disclosure is solely for the purposes of advising the Trust Client with respect to their respective receipt of the Services, and (ii) the Representatives are not a State Street Competitor. The Parties acknowledge that use of Confidential Information by a Representative, whether in aggregated or anonymized form or otherwise, to represent any of its other clients in dealing with the Disclosing Party would constitute a breach of this Section 9.324.3. In circumstances where the Administrator Custodian is the Receiving Party, the term “Representatives” will include its Affiliates and Delegates (as defined below).
Appears in 2 contracts
Samples: Custody Agreement (TCW ETF Trust), Custody Agreement (TCW ETF Trust)
Disclosure of Confidential Information to Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to its attorneys, accountants, auditors, consultants and other similar advisors that have a reasonable need to know such Confidential Information (“Representatives”) without the consent of the Disclosing Party, provided, however, that such Confidential Information is disclosed under obligations of confidentiality that prohibit the disclosure or use of such Confidential Information by the Representatives for any purpose other than the specific engagement with the Receiving Party, and provided further that, in the case of disclosure by the Trust as a Receiving Party, (i) such disclosure is solely for the purposes of advising the Trust with respect to their respective receipt of the Services, and (ii) the Representatives are not a State Street Competitor. The Parties acknowledge that use of Confidential Information by a Representative, whether in aggregated or anonymized form or otherwise, to represent any of its other clients in dealing with the Disclosing Party would constitute a breach of this Section 9.3. In circumstances where the Administrator Transfer Agent is the Receiving Party, the term “Representatives” will include its Affiliates and Delegates (as defined below).
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (TCW ETF Trust), Transfer Agency and Service Agreement (TCW ETF Trust)