Independently Developed. The party independently developed such information.
Independently Developed. The party independently developed such information. In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings. The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.
Independently Developed. The party independently developed such information. The obligations in this Section 16 to keep any such information confidential shall continue to apply after the expiry or termination of this Agreement, howsoever terminated.
Independently Developed. The party independently developed such information. In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund's portfolio holdings. The Subadviser agrees, consistent with its Code of Ethics, that neither it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about the Fund's portfolio holdings. In addition, Adviser agrees that any proprietary, financial or other nonpublic information that it obtains directly or indirectly as the result of its working with Subadviser in connection with this Agreement regarding Subadviser, including, but not limited to, the methodology employed by Subadviser to solicit its customers, and the identity of Subadviser's solicitor referral agents and/or their respective broker/dealer and/or RIA affiliations, its investment selection, trading or marketing methods and techniques, or Subadviser's actual or potential customers (collectively, the "Information") shall be "confidential" as of the date that Adviser obtains such information regardless of whether the information is received prior to, contemporaneously with, or subsequent to the execution of the Agreement. Such information will include, but not be limited to, "nonpublic personal information" as that term is defined in Subtitle A of the Title V of the Xxxxx-Xxxxx-Xxxxxx Act (the "Act") and the implementing interagency Privacy Regulations, as may be amended from time to time. Adviser agrees that it will use the Information solely for the purposes for which the information is disclosed to it by Subadviser or as otherwise permitted by law or the implementing Privacy Regulations, in the ordinary course of business to carry out the purposes for which Subadviser disclosed the information to Adviser.
Independently Developed. Such information is independently developed by Employee subsequent to the termination of his active participation in the business of Employer, as demonstrated by written records of Employee which are contemporaneously maintained.
Independently Developed. The party independently developed such information. Each party will maintain and enforce safety and physical security procedures with respect to its access and maintenance of confidential information that (i) are at least equal to industry standards for such types of locations, (ii) are in accordance with reasonable policies in these regards, and (iii) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of confidential information under this Agreement. Without limiting the generality of the foregoing, each party will take all reasonable measures to secure and defend its location and equipment against cyber-attacks, “hackers” and others, both internal and external, who may seek, without authorization, to modify or access its systems or the information found therein. Each party will periodically test its systems for potential areas where security could be breached. Each party will report to the other party promptly any breaches of security or unauthorized access to its systems that it detects or becomes aware of that would require notification to consumers and/or regulators, as may be required by applicable federal and/or state laws. Each party will use reasonable and diligent efforts to remedy such breach of security or unauthorized access in a timely manner.
Independently Developed. The party independently developed such information. In addition, the Subadvisor and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings. The Subadvisor agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings. The Advisor and Trust each understand, acknowledge, and agree that the Fund is managed by the Subadvisor using investment models which are used by the Subadvisor and its affiliates to manage other accounts (specifically including, but not limited to, other registered mutual funds), that such other accounts may have portfolio holdings that are substantially similar or identical to those of the Fund, and that the use of such other portfolio holdings information is not subject to the restrictions of this Agreement or the Trust’s policies and procedures related to the disclosure of portfolio holdings.
Independently Developed. Is independently developed by the receiving PARTY without reference to the CONFIDENTIAL INFORMATION received from the disclosing PARTY or its AFFILIATES.
Independently Developed. Is independently developed by the ----------------------- receiving Party without reference to the Confidential Information received from the disclosing Party.
Independently Developed. The party independently developed such information. In addition, the Subadviser may disclose Confidential Information to its officers, employees, affiliates and agents and to other third parties (including, without limitation, custodians, brokers, counterparties and trade data repositories) in connection with the performance of its services under this Agreement or to assist or enable the effective management of the Adviser’s overall relationship with the Subadviser and its affiliated entities. Notwithstanding anything to the contrary herein, the Adviser authorizes and consents to the disclosure of the Adviser’s identity as a client of the Subadviser in any representative client list prepared by the Subadviser for use in its marketing materials. This entire Section shall survive the termination of this Agreement.
