Common use of Intellectual Property; Information Systems; and Privacy Policies Clause in Contracts

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the Touchstone Disclosure Memorandum, each Touchstone Entity owns or has a license to use all of the Intellectual Property used by such Touchstone Entity in the course of its business, including sufficient rights in each copy possessed by each Touchstone Entity. Each Touchstone Entity is the owner of or has a license, with the right to sublicense (in each case free and clear of any material Liens), to any Intellectual Property sold or licensed to a third party by such Touchstone Entity in connection with such Touchstone Entity’s business operations, and such Touchstone Entity has the right to convey by sale or license any Intellectual Property so conveyed. To Touchstone’s Knowledge, no Touchstone Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted or are pending or to the Knowledge of Touchstone threatened, which challenge the rights of any Touchstone Entity with respect to Intellectual Property used, sold, or licensed by such Touchstone Entity in the course of its business, nor has any Person claimed or alleged any rights to such Intellectual Property. To Touchstone’s Knowledge, the conduct of the business of the Touchstone Entities does not infringe upon any Intellectual Property of any other Person. Except as disclosed in Section 4.11(a) of the Touchstone Disclosure Memorandum, no Touchstone Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. Touchstone has Contracts with its officers and employees which require such officer, director, or employee to keep confidential certain trade secrets, proprietary data, customer information, or other business information of a Touchstone Entity, and to Touchstone’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a Touchstone Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a Touchstone Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a Touchstone Entity. To Touchstone’s Knowledge, no officer, director, or employee of any Touchstone Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a Touchstone Entity. (b) Touchstone owns or has a valid right to access and use all computer systems, programs, networks, hardware, software, software engines, database, operating systems, websites, website content and links and equipment used to process, store, maintain and operate data, information and functions owned, used or provided by Touchstone in its business as currently conducted (the “Touchstone Information Systems”). Touchstone has taken all steps in accordance with prevailing standards in the banking industry in the United States and the applicable regulations of the Regulatory Authorities to secure the Touchstone Information Systems from unauthorized access and use by any Person, and to ensure to the maximum extent reasonably and commercially practicable, the continued, uninterrupted and error-free operation of Touchstone Information Systems. Except as set forth in Section 4.11(b) of the Touchstone Disclosure Memorandum, (i) to the Knowledge of Touchstone, there have been no material unauthorized intrusions or breaches of security with respect to Touchstone Information Systems; and (ii) there has not been any material malfunction of Touchstone Information Systems that has not been promptly remedied in all respects.

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the Touchstone BFTL Disclosure Memorandum, each Touchstone BFTL Entity owns or has a license to use all of the Intellectual Property used by such Touchstone BFTL Entity in the course of its business, including sufficient rights in each copy possessed by each Touchstone BFTL Entity. Each Touchstone BFTL Entity is the owner of or has a license, with the right to sublicense (in each case free and clear of any material Liens)sublicense, to any Intellectual Property sold or licensed to a third party by such Touchstone BFTL Entity in connection with such Touchstone BFTL Entity’s business operations, and such Touchstone BFTL Entity has the right to convey by sale or license any Intellectual Property so conveyed. To TouchstoneBFTL’s Knowledge, no Touchstone BFTL Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted instituted, or are pending or to the Knowledge of Touchstone BFTL threatened, which challenge the rights of any Touchstone BFTL Entity with respect to Intellectual Property used, sold, or licensed by such Touchstone BFTL Entity in the course of its business, nor has any Person claimed or alleged any rights to such Intellectual Property. To TouchstoneBFTL’s Knowledge, the conduct of the business of the Touchstone BFTL Entities does not infringe upon any Intellectual Property of any other Person. Except as disclosed in Section 4.11(a) 4.11 of the Touchstone BFTL Disclosure Memorandum, no Touchstone BFTL Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. Touchstone BFTL has Contracts with its officers and employees which require such officer, director, or employee to keep confidential certain any trade secrets, proprietary data, customer information, or other business information of a Touchstone BFTL Entity, and to TouchstoneBFTL’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a Touchstone BFTL Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a Touchstone BFTL Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a Touchstone BFTL Entity. To Touchstone’s Knowledge, no No officer, director, or employee of any Touchstone BFTL Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a Touchstone BFTL Entity. (b) Touchstone BFTL owns or has a valid right to access and use all computer systems, programs, networks, hardware, software, software engines, database, operating systems, websites, website content and links and equipment used to process, store, maintain and operate data, information and functions owned, used or provided by Touchstone in its business as currently conducted BFTL (the “Touchstone BFTL Information Systems”). Touchstone BFTL has taken all steps in accordance with prevailing standards in the banking industry in the United States and the applicable regulations of the Regulatory Authorities to secure the Touchstone BFTL Information Systems from unauthorized access and use by any Person, and to ensure to the maximum extent reasonably and commercially practicable, the continued, uninterrupted and error-free operation of Touchstone BFTL Information Systems. Except as set forth in Section 4.11(b) of the Touchstone BFTL Disclosure Memorandum, (i) to the Knowledge of Touchstone, there have been no material unauthorized intrusions or breaches of security with respect to Touchstone BFTL Information Systems; and (ii) there has not been any material malfunction of Touchstone BFTL Information Systems that has not been promptly remedied in all respects. (c) BFTL’s use or handling of the confidential information of its customers and consumers (“Confidential Customer Information”) does not currently, and did not at any time during the five years immediately preceding the date hereof (the “past five years”), violate any applicable Law or regulations of any Regulatory Authority. BFTL has not received any notice that it is or may be in violation of any data privacy or data security Laws or any such regulations. BFTL has not distributed or displayed any Confidential Customer Information in violation of any of the rules or regulations of any Regulatory Authority or in breach of any Contract to which it is a party or is bound. Currently, BFTL does, and at all times during the past five years BFTL has, (i) posted on its website and mailed to its customers, as and to the extent required by such Laws, rules or regulations, true and correct copies of the privacy policies governing BFTL’s use and collection of Confidential Customer Information, and (ii) all of BFTL’s privacy policies describe in all material respects BFTL’s use, collection, display and distribution of any such Confidential Customer Information. Accurate and complete copies of the current versions of all such privacy policies, and any other privacy policies publicly disclosed by or on behalf of BFTL at any time during past five years, have been provided to Parent. BFTL’s operation of its business is consistent and compliant with the current version of BFTL’s privacy policies and, during the past five years was consistent and compliant with all such policies as in effect at any time or from time to time during those five years. BFTL has taken all steps, in accordance with prevailing banking industry practices and the applicable requirements of the Regulatory Authorities, to secure its websites, services and Confidential Customer Information from unauthorized access or use by any Person and, except as otherwise disclosed in Section 4.11(c) of the BFTL Disclosure Memorandum, BFTL has not granted to any third party any rights to access or use any of such Confidential Customer Information, including for purposes of soliciting BFTL’s customers or consumers. A copy of all internally or externally prepared reports or audits prepared since December 31, 2017 that describe or evaluate BFTL’s information security procedures have been provided to Parent. Except as otherwise set forth in Section 4.11(c) of the BFTL Disclosure Memorandum, none of the Confidential Customer Information or BFTL’s websites or services have been the target of any successful unauthorized access, denial-of-service assault or other similar attack. (d) Without limiting the generality of the foregoing provisions of this Section 4.11, BFTL maintains safeguards designed, in accordance with the requirements of the Xxxxx-Xxxxx-Xxxxxx Act, to protect and maintain the confidentiality of the non-public personally identifiable information of its customers and consumers.

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the Touchstone Cornerstone Disclosure Memorandum, each Touchstone Cornerstone Entity owns or has a license to use all of the Intellectual Property used by such Touchstone Cornerstone Entity in the course of its business, including sufficient rights in each copy possessed by each Touchstone Cornerstone Entity. Each Touchstone Cornerstone Entity is the owner of or has a license, with the right to sublicense (in each case free and clear of any material Liens)sublicense, to any Intellectual Property sold or licensed to a third party by such Touchstone Cornerstone Entity in connection with such Touchstone Cornerstone Entity’s business operations, and such Touchstone Cornerstone Entity has the right to convey by sale or license any Intellectual Property so conveyed. To TouchstoneCornerstone’s Knowledge, no Touchstone Cornerstone Entity is in Default under any of its Intellectual Property licenses. No To Cornerstone’s Knowledge, no proceedings have been instituted instituted, or are pending or to the Knowledge of Touchstone Cornerstone threatened, which challenge the rights of any Touchstone Cornerstone Entity with respect to Intellectual Property used, sold, or licensed by such Touchstone Cornerstone Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. To TouchstoneCornerstone’s Knowledge, the conduct of the business of the Touchstone Cornerstone Entities does not infringe upon any Intellectual Property of any other Personperson. Except as disclosed in Section 4.11(a) 4.11 of the Touchstone Cornerstone Disclosure Memorandum, no Touchstone Cornerstone Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. Touchstone has Cornerstone does not have any Contracts with its officers and directors, officers, or employees which require such officer, director, or employee to assign any interest in any Intellectual Property to a Cornerstone Entity and to keep confidential certain any trade secrets, proprietary data, customer information, or other business information of a Touchstone Cornerstone Entity, and to TouchstoneCornerstone’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a Touchstone Cornerstone Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a Touchstone Cornerstone Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a Touchstone Cornerstone Entity. To TouchstoneCornerstone’s Knowledge, no officer, director, or employee of any Touchstone Cornerstone Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a Touchstone Cornerstone Entity. (b) Touchstone Cornerstone owns or has a valid right to access and use all computer systems, programs, networks, hardware, software, software engines, database, operating systems, websites, website content and links and equipment used to process, store, maintain and operate data, information and functions owned, used or provided by Touchstone in its business as currently conducted Cornerstone (the “Touchstone Cornerstone Information Systems”). Touchstone Cornerstone has taken all steps in accordance with prevailing standards in the banking industry in the United States and the applicable regulations of the Regulatory Authorities to secure the Touchstone Cornerstone Information Systems from unauthorized access and use by any Person, and to ensure to the maximum extent reasonably and commercially practicable, the continued, uninterrupted and error-free operation of Touchstone Cornerstone Information Systems. Except as set forth in Section 4.11(b) of the Touchstone Cornerstone Disclosure Memorandum, (i) to the Knowledge of Touchstone, there have been no material unauthorized intrusions or breaches of security with respect to Touchstone Cornerstone Information Systems; and (ii) there has not been any material malfunction of Touchstone Cornerstone Information Systems that has not been promptly remedied in all respects.

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the Touchstone Independence Disclosure Memorandum, each Touchstone Independence Entity owns or has a license to use all of the Intellectual Property used by such Touchstone Independence Entity in the course of its businessbusiness as presently conducted, including sufficient rights in each copy possessed by each Touchstone Independence Entity. Each Touchstone Independence Entity is the owner of or has a license, with the right to sublicense (in each case free and clear of any material Liens)sublicense, to any Intellectual Property sold or licensed to a third party by such Touchstone Independence Entity in connection with such Touchstone Independence Entity’s business operations, and such Touchstone Independence Entity has the right to convey by sale or license any Intellectual Property so conveyed. To TouchstoneIndependence’s Knowledge, no Touchstone Independence Entity is in Default under any of its Intellectual Property licenses. No To Independence’s Knowledge, no proceedings have been instituted instituted, or are pending or to the Knowledge of Touchstone Independence threatened, which challenge the rights of any Touchstone Independence Entity with respect to Intellectual Property used, sold, or licensed by such Touchstone Independence Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. To TouchstoneIndependence’s Knowledge, the conduct of the business of the Touchstone Independence Entities does not infringe upon any Intellectual Property of any other Personperson. Except as disclosed in Section 4.11(a) 4.11 of the Touchstone Independence Disclosure Memorandum, no Touchstone Independence Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. Touchstone has Independence does not have any Contracts with its officers and directors, officers, or employees which require such officer, director, or employee to assign any interest in any Intellectual Property to an Independence Entity and to keep confidential certain any trade secrets, proprietary data, customer information, or other business information of a Touchstone an Independence Entity, and to TouchstoneIndependence’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a Touchstone an Independence Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a Touchstone an Independence Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a Touchstone an Independence Entity. To TouchstoneIndependence’s Knowledge, no officer, director, or employee of any Touchstone Independence Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a Touchstone an Independence Entity. (b) Touchstone Independence owns or has a valid right to access and use all computer systems, programs, networks, hardware, software, software engines, database, operating systems, websites, website content and links and equipment used to process, store, maintain and operate data, information and functions owned, used or provided by Touchstone in its business as currently conducted Independence (the “Touchstone Independence Information Systems”). Touchstone Independence has taken all steps in accordance with prevailing standards in the banking industry in the United States and the applicable regulations of the Regulatory Authorities to secure the Touchstone Independence Information Systems from unauthorized access and use by any Person, and to ensure to the maximum extent reasonably and commercially practicable, the continued, uninterrupted and error-free operation of Touchstone Independence Information Systems. Except as set forth in Section 4.11(b) of the Touchstone Independence Disclosure Memorandum, (i) to the Knowledge of Touchstone, there have been no material unauthorized intrusions or breaches of security with respect to Touchstone Independence Information Systems; and (ii) there has not been any material malfunction of Touchstone Independence Information Systems that has not been promptly remedied in all respects. Independence Information Systems comply, and for the previous five years have complied, in all material respects with all applicable Laws, including the Americans with Disabilities Act. (c) Independence’s use or handling of the confidential information of its customers and consumers (“Confidential Customer Information”) does not currently, and did not at any time during the five years immediately preceding the date hereof (the “past five years”), violate any Applicable Law or regulations of any Regulatory Authority. Independence has not received any notice that it is or may be in violation of any data privacy or data security Laws or any such regulations. Independence has not distributed or displayed any Confidential Customer Information in violation of any of the rules or regulations of any Regulatory Authority or in breach of any Contract to which it is a party or is bound. Currently, Independence does, and at all times during the past five years Independence has, (i) posted on its website and mailed to its customers, as and to the extent required by such Laws, rules or regulations, true and correct copies of the privacy policies governing Independence’s use and collection of Confidential Customer Information, and (ii) all of Independence’s privacy policies describe in all material respects Independence’s use, collection, display and distribution of any such Confidential Customer Information. Accurate and complete copies of the current versions of all such privacy policies, and any other privacy policies publicly disclosed by or on behalf of Independence at any time during past five years, have been provided or made available to Parent. Independence’s operation of its business is consistent and compliant with the current version of Independence’s privacy policies and, during the past five years was consistent and compliant with all such policies as in effect at any time or from time to time during those five years. Independence has taken all steps, in accordance with prevailing banking industry practices and the applicable requirements of the Regulatory Authorities, to secure its websites, services and Confidential Customer Information from unauthorized access or use by any Person and, except as otherwise disclosed in Section 4.11(c) of the Independence Disclosure Memorandum, Independence has not granted to any third party any rights to access or use any of such information, including for purposes of soliciting Independence’s customers or consumers. A copy of all internally or externally prepared reports or audits prepared since December 31, 2013 that describe or evaluate Independence’s information security procedures have been provided or made available to Parent. Except as otherwise set forth in Section 4.11(c) of the Independence Disclosure Memorandum, none of the Confidential Customer Information or Independence’s websites or services have been the target of any successful or attempted unauthorized access, denial-of-service assault or other similar attack. Except as disclosed in Section 4.11(c) of the Independence Disclosure Memorandum, Independence has not granted to any third party any rights to use any of such information including for purposes of soliciting Independence’s customers or consumers. (d) Without limiting the generality of the foregoing provisions of this Section 4.11, Independence maintains safeguards designed, in accordance with the requirements of the Xxxxx-Xxxxx-Xxxxxx Act, to protect and maintain the confidentiality of the non-public personally identifiable information of its customers and consumers.