Fund Confidential Information Sample Clauses

Fund Confidential Information. 9.1 All information provided under this Agreement by or on behalf of a party or its agents or service providers (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential (“Confidential Information”). Confidential Information shall include, without limitation, “Customer Information” as defined in Section 9.2 below. All Confidential Information provided under this Agreement by the Disclosing Party shall be used, including, without limitation, disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including, without limitation, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation; or (e) where the party seeking to disclose has received the prior written consent of the Disclosing Party providing the information. A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as the Receiving Party protects its own
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Fund Confidential Information. 10.1 All Fund Confidential Information (defined below) shall be deemed to be proprietary and the Transfer Agent shall hold all such information confidential and in strict confidence and shall not disclose it to any third party, except to the extent necessary to perform the Services hereunder and then only pursuant to an independent obligation of such third party to maintain the confidentiality of such information on substantially the same terms as set forth herein, unless Proper Instructions to make such disclosure have been given by the Fund. “Fund Confidential Information” shall mean any information obtained by or on behalf of the Transfer Agent from, or disclosed to the Transfer Agent or its representatives by, the Fund or any shareholder of the Fund, or created by the Fund that relates to the Fund’s past, present or future activities, whether any of such information is in oral or printed form or on any computer disks, computer tapes, or other electronic or magnetic formats, including, without limitation, (i) non-public personal information, financial statements and financial data concerning shareowners, (ii) investments and transactions of and by shareowners, (iii) shareowner related information, (iv) any communications with shareowners (including, without limitation, tape recorded conversations) in connection with the provision of the services or which results from the provision of the services and (v) any and all Fund-related policies and procedures, including but not limited to monitoring techniques, related to the discouragement of frequent trading and other undesirable practices. Under no circumstances shall the Transfer Agent’s Proprietary Information be deemed to be Fund Confidential Information.
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Fund Confidential Information. All Fund documents, materials, data and other information, whether oral, written, electronic or in another form, and whether stored in hard copy, on computer disc, electronically or in another media, to which the Bank is given access, which is provided to or made available to the Bank, or which the Bank (or its personnel) views or otherwise obtains in connection with the services or this Agreement is referred to hereinafter as “Confidential Information.” Without limiting the foregoing, Confidential Information shall include (i) all technology, know-how, processes, software, databases, patents, copyrights, trademarks, trade secrets, trade names, service marks, other intellectual property or proprietary rights, contracts, and other proprietary information; business plans, technical secrets, technical information relating to systems and infrastructure, methodologies, and know-how, (iv) investment products, product descriptions, investment management strategies, capabilities, methodologies, models, processes, theories, portfolio holdings, and other related investment management information, (v) business strategies, operating data, organizational and cost structures, pricing information, and financial information, including, without limitation, budgets, earnings, financial statements, and other financial related information, (vi) any other information of a confidential or proprietary nature not generally known to the public such as including regulatory affairs, compliance matters, and pending or threatened litigation. Moreover, without limiting the foregoing, and for the avoidance of doubt, Confidential Information also includes information of any subsidiary or affiliate of the Fund. Finally, without limiting the foregoing, and for the avoidance of doubt, Confidential Information of the Fund also includes nonpublic personal information and consumer information (as those terms are defined in the GLBA, Fair Credit Reporting Act, Fair and Accurate Credit Transactions Act, and any implementing regulations or guidelines adopted thereunder that the Bank (or the Bank’s personnel) views, obtains or has access to of an existing or former shareholder of the Fund.
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Fund Confidential Information. DST acknowledges and agrees that the terms and conditions of this Agreement, and any information or records in its possession relating to the Fund, its securityholders, or the securityholders accounts (the “Fund Confidential Information”) is confidential and proprietary to the Fund. DST agrees that, except as provided in the last sentence of Section 19.E. hereof, or as otherwise required by law, DST hereby agrees to use the Fund Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the Fund Confidential Information and not to disclose the Fund Confidential Information, or any part thereof, to any other person, firm or corporation except as necessary to fulfill DST’s obligations under this Agreement. Fund Confidential Information shall not include (i) information that is or becomes generally known by the public, absent breach by DST of its obligations hereunder, (ii) information that is or becomes otherwise known or developed by DST without reference to information provided (absent breach by DST of its obligations hereunder) by or on behalf of Fund, or (iii) information that is approved in writing by Fund to be disclosed. DST acknowledges that disclosure of the Fund Confidential Information may give rise to an irreparable injury to Fund inadequately compensable in damages. Accordingly, Fund may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies that may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST’s ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. DST further acknowledges that in negotiating and performing the terms of this Agreement, it may have access to non-public personal information as defined in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 or any successor federal statute, and the rules and regulations thereunder, all as may be amended or supplemented from time to time belonging to Fund’s workforce, customers, business partners, agents and representatives, suppliers, service providers, contractors (the “Personal Data”). DST further agrees that it will comply with the terms of the applicable federal and state laws and regulations, and, unless it otherwise advises Fund in writing, local laws which are the subject...
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Fund Confidential Information. 11.1 All the Fund Confidential Information (as defined below) shall be proprietary and the Transfer Agent shall hold all the Fund Confidential Information confidential and in strict confidence and shall not sell or disclose or otherwise make available any Fund Confidential Information to any third party, unless written authorization to make such disclosure has been given by the Fund. Any Fund Confidential Information acquired during the course of this Agreement shall continue to be treated as Fund Confidential Information. The “Fund Confidential Information” shall mean any personal or non-personal information obtained by or on behalf of the Transfer Agent from, or disclosed to the Transfer Agent or its representatives in the performance of the Services by, Shareholders or prospective Shareholders or the Fund or created by the Fund, whether any of such information is in oral or printed form or on any computer disks, computer tapes, or other electronic or magnetic formats, including, without limitation, financial statements and financial data concerning Shareholders, Shareholder lists, investments and transactions of and in the Fund, client information or related information, tax information (including without limitation tax return information) whether pertaining to a Shareholder, the Fund or otherwise, any communications with Shareholders (including, without limitation, tape recorded conversations), the Services and the results from the provision of the Services, computer software and coding for computer software (excluding any software or hardware modification provided by the Transfer Agent) and any information subject to a confidentiality agreement between the Fund and another party relating to services provided to the Fund that the Transfer Agent has been notified of and made aware of the applicable confidentiality obligations under such confidentiality agreement. Notwithstanding the foregoing, the “Fund Confidential Information” does not include any information: (i) that was previously known by the Transfer Agent without obligation of confidence; or (ii) that was previously disclosed in a lawful manner to the Transfer Agent without breach of this Agreement or of any other applicable agreement, and without any requirement of confidentiality; or (iii) that was or is rightfully received from a third party without obligations of confidence or from publicly available sources without obligations of confidence; or (iv) that is, or in the normal course has beco...
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Fund Confidential Information. The Consultant shall treat as confidential all information concerning the Fund and its investments disclosed to the Consultant in the course of providing Services, either verbally, electronically, visually, or in written or other tangible form, which is either identified or should be reasonably understood to be confidential. Fund confidential information includes, but is not limited to, Fund trade data, bank account information, investments, investment strategies, investment guidelines, investment performance, proposed transactions, forecasts, financial information, documentation in respect of any of the foregoing, including legal agreements and terms of such agreements, and any investment manager information or data as may be collected by the Consultant in connection with the Services or received from the Fund provided to the Consultant on behalf of the Fund. “Fund Data” means any electronic data or other information pertaining to or related to the Fund that is maintained, processed, or transmitted by the Consultant, and includes Fund confidential information.
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Fund Confidential Information. 10.1 All Fund Confidential Information (defined below) shall be deemed to be proprietary and the Transfer Agent shall hold all such information confidential and in strict confidence and shall not disclose it to any third party, except to the extent necessary to perform the Services hereunder and then only pursuant to an independent obligation of such third party to maintain the confidentiality of such information on substantially the same terms as set forth herein, unless Proper Instructions to make such disclosure have been given by the Fund. “
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Related to Fund Confidential Information

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

  • Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.

  • Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

  • Other Confidential Information The Parties agree that the confidentiality provisions under this Article Nineteen are separate from, and shall not impair or modify any other confidentiality agreements that may be in place between the Parties or their Affiliates; provided however, that the confidentiality provisions of this Article Nineteen shall govern confidential treatment of all non-public information exchanged between the Parties related directly or indirectly to this Agreement as of and after the Execution Date.

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

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