Common use of Ethical Wall Clause in Contracts

Ethical Wall. The Administrator must provide, within two weeks of the Effective Date, and thereafter maintain, information barrier procedures acceptable to the Managing Member and designed, at a minimum, to ensure that (a) personnel assigned to perform services are adequately segregated from personnel involved with the Administrator’s other activities that might be in conflict with the duty the Administrator owes to LLC and the Managing Member under this Agreement, and (b) any information related to the services is not shared with personnel involved in activities that might be in conflict with the Administrator’s duty to the LLC and the Managing Member under this Agreement without appropriate vetting and controls being put in place by the Administrator’s Legal and Compliance Departments. The Administrator acknowledges that individuals who sit atop of the ethical wall must be especially vigilant to ensure that discussions with or advice, guidance or direction given to, individuals on the other side of the wall is not based on or influenced by Confidential Information, and the Administrator agrees to take appropriate steps to maintain and enforce appropriate procedures to control the handling of Confidential Information by individuals who sit atop the ethical wall. The implementation of the ethical wall policy of the Administrator shall be reviewed by internal audit or compliance at least once within the first six months of the engagement and thereafter in accordance with the Administrator’s own review policies. The Administrator shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the Administrator’s information barrier procedures. The Administrator agrees to maintain a list of each of the individuals who has been assigned to perform services under this Agreement and the dates of such assignment that can be reviewed by the Managing Member.

Ethical Wall. The Administrator Custodian must provide, within two weeks of the Effective Date, and thereafter maintain, information barrier procedures acceptable to the Managing Member and designed, at a minimum, to ensure that (a) personnel assigned to perform services are adequately segregated from personnel involved with the AdministratorCustodian’s other activities that might be in conflict with the duty the Administrator Custodian owes to LLC Borrower and the Managing Member under this Agreement, and (b) any information related to the services is not shared with personnel involved in activities that might be in conflict with the AdministratorCustodian’s duty to the LLC Borrower and the Managing Member under this Agreement without appropriate vetting and controls being put in place by the AdministratorCustodian’s Legal and Compliance Departments. The Administrator Custodian acknowledges that individuals who sit atop of the ethical wall must be especially vigilant to ensure that discussions with or advice, guidance or direction given to, individuals on the other side of the wall is not based on or influenced by Confidential Information, and the Administrator Custodian agrees to take appropriate steps to maintain and enforce appropriate procedures to control the handling of Confidential Information by individuals who sit atop the ethical wall. The implementation of the ethical wall policy of the Administrator Custodian shall be reviewed by internal audit or compliance at least once within the first six months of the engagement and thereafter in accordance with the AdministratorCustodian’s own review policies. The Administrator Custodian shall conduct periodic e-mail surveillance reviews of all persons with access to Confidential Information to ensure compliance with the AdministratorCustodian’s information barrier procedures. The Administrator Custodian agrees to maintain a list of each of the individuals who has been assigned to perform services under this Agreement and the dates of such assignment that can be reviewed by the Managing Member.