Common use of Privacy Notice/Confidentiality Clause in Contracts

Privacy Notice/Confidentiality. (a) The Sub-Adviser shall regard as confidential all information furnished to it by the Adviser concerning the Assets, the Fund and the Adviser (collectively, "Confidential Information") and shall not disclose Confidential Information to any third party, other than (i) the Adviser, (ii) the Fund, (iii) service providers employed by the Sub-Adviser or the Fund, including in connection with the management, custody, brokerage and administration of the Assets, provided that the Sub-Adviser shall be liable for any breach of this Agreement by such service providers retained by the Sub-Adviser, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (b) The Adviser will treat as confidential all non-public information and advice furnished to it by the Sub-Adviser and will not disclose such non-public information to third parties except (i) the Sub-Adviser, (ii) the Fund, (iii) service providers employed by the Adviser or the Fund, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (c) The Adviser and the Sub-Adviser acknowledge prior receipt of the other's Privacy Notice and Policy. The Adviser and the Sub-Adviser agree to safeguard all information pertaining to the Fund and the Assets in accordance with the Sub-Adviser's Privacy Policy and consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers, including providing a privacy notice to the Fund and maintaining a corresponding privacy policy to be followed by individuals and/or affiliated entities that may have access to information pertaining to the Fund or the Assets. The Adviser shall provide a copy of the Sub-Adviser's Privacy Notice to the Fund. (d) The Sub-Adviser shall implement and maintain (and require any of its agents and affiliates that have access to Confidential Information to maintain) commercially reasonable and appropriate administrative, technical, physical and organizational safeguards designed to: (i) ensure the security and confidentiality of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; and (iii) protect against unauthorized or unlawful access to or use of the Confidential Information and against accidental loss or destruction of, or damage to, Confidential Information. The Sub-Adviser shall promptly notify the Adviser of any unauthorized access to any Confidential Information and of any other breaches of security. The Sub-Adviser shall reasonably cooperate with the Adviser to ensure that the Adviser is not negatively affected by any such occurrences or to mitigate the effects of same on the Adviser. The Sub-Adviser will review and test such safeguards on no less than an annual basis and shall promptly provide all information related to the Sub-Adviser's security policies and procedures reasonably requested by the Adviser from time to time. (e) The terms of this paragraph shall survive the termination of this Agreement.

Appears in 5 contracts

Samples: Sub Advisory Agreement (BBR ALO Fund, LLC), Sub Advisory Agreement (BBR ALO Fund, LLC), Sub Advisory Agreement (BBR ALO Fund, LLC)

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Privacy Notice/Confidentiality. (a) The Sub-Adviser shall regard as confidential all information furnished to it by the Adviser concerning the Assets, the Fund and the Adviser (collectively, "Confidential Information") and shall not disclose Confidential Information to any third party, other than (i) the Adviser, (ii) the Fund, (iii) service providers employed by the Sub-Adviser or the Fund, including in connection with the management, custody, brokerage and administration of the Assets, provided that the Sub-Adviser shall be liable for any breach of this Agreement by such service providers retained by the Sub-Adviser, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (b) The Adviser will treat as confidential all non-public information and advice furnished to it by the Sub-Adviser and will not disclose such non-public information to third parties except (i) the Sub-Adviser, (ii) the Fund, (iii) service providers employed by the Adviser or the Fund, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (c) The Adviser and the Sub-Adviser acknowledge prior receipt of the other's Trust’s Privacy Notice and Policy. The Adviser and the Sub-Adviser agree to safeguard all information pertaining to the Fund and the Assets in accordance with the Sub-Adviser's Privacy Policy and consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers. (b) Subject to Section 15(c), including providing a privacy notice each of the Sub-Adviser and the Adviser acknowledge and agree that pursuant to the Fund and maintaining a corresponding privacy policy to be followed by individuals and/or affiliated entities that this Sub-Advisory Agreement, either party may have access to the other party’s confidential and proprietary information and materials concerning or pertaining to the Fund other’s business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the Assets. terms of this Sub-Advisory Agreement, any information obtained from or through the other party in connection with this Sub-Advisory Agreement other than as reasonably necessary in the course of their business; provided that such recipients must agree to protect the confidentiality of such information and use such information only for the purposes of providing services to the Fund; provided, further, however, this covenant shall not apply to information (x) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Sub-Advisory Agreement, (y) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, or (z) disclosures which are required by law, regulatory authority, regulation or legal process. (c) The Adviser shall provide a copy of representations and warranties made by the Sub-Adviser's Privacy Notice to the Fund. (d) The Sub-Adviser shall implement and maintain (and require any of its agents and affiliates that have access to Confidential Information to maintain) commercially reasonable and appropriate administrative, technical, physical and organizational safeguards designed to: (i) ensure the security and confidentiality of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; and (iii) protect against unauthorized or unlawful access to or use of the Confidential Information and against accidental loss or destruction of, or damage to, Confidential Information. The Sub-Adviser shall promptly notify the Adviser of any unauthorized access pursuant to any Confidential Information and of any other breaches of security. The Sub-Adviser shall reasonably cooperate with the Adviser to ensure that the Adviser is not negatively affected by any such occurrences or to mitigate the effects of same on the Adviser. The Sub-Adviser will review and test such safeguards on no less than an annual basis and shall promptly provide all information related to the Sub-Adviser's security policies and procedures reasonably requested by the Adviser from time to time. (e) The terms of this paragraph Section 15 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Mutual Fund Series Trust), Sub Advisory Agreement (Mutual Fund Series Trust)

Privacy Notice/Confidentiality. (a) The Sub-Adviser shall regard as confidential all information furnished to it by the Adviser concerning the Assets, the Fund and the Adviser (collectively, "Confidential Information") and shall not disclose Confidential Information to any third party, other than (i) the Adviser, (ii) the Fund, (iii) service providers employed by the Sub-Adviser or the Fund, including in connection with the management, custody, brokerage and administration of the Assets, provided that the Sub-Adviser shall be liable for any breach of this Agreement by such service providers retained by the Sub-Adviser, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (b) The Adviser will treat as confidential all non-public information and advice furnished to it by the Sub-Adviser and will not disclose such non-public information to third parties except (i) the Sub-Adviser, (ii) the Fund, (iii) service providers employed by the Adviser or the Fund, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (c) The Adviser and the Sub-Adviser acknowledge prior receipt of the other's Fund’s Privacy Notice and Policy. The Adviser and the Sub-Adviser agree to safeguard all information pertaining to the Fund and the Assets in accordance with the Sub-Adviser's Privacy Policy and consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers, including providing a privacy notice . Sub-Adviser will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and maintaining prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities or such disclosure is compeled by law, regulation or rule of any exchange to which the party may be subject or as requested by a corresponding privacy policy to be followed regulatory authority over such party, or when so requested by individuals and/or affiliated entities that may have access to information pertaining to the Fund or the AssetsFund. The Adviser Adviser, on its own behalf or on behalf of the Fund, shall provide not disclose information of a copy confidential nature acquired in consequence of this Sub-Advisory Agreement, except after prior notification to and approval in writing by the Sub-Adviser's Privacy Notice , which approval shall not be unreasonably withheld and may not be withheld where Adviser may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities or such disclosure is compeled by law, regulation or rule of any exchange to which the party may be subject or as requested by a regulatory authority over such party. Except to the extent necessary to conduct the Fund. ’s business or as required by law, the Adviser shall not and, on behalf of its own behalf and or behalf of the Fund, shall neither disclose nor use information of a confidential nature, whether written or oral, contained in computer files or software, or otherwise (d) The including without limitation trading instructions made by the Sub-Adviser and trading positions), relating to or concerning the Sub-Adviser’s investment program. Adviser shall not and shall cause the Fund not to reverse engineer or attempt to reverse engineer the investment program and the Adviser acknowledges and agrees on behalf of both itself and the Fund that any attempt on its part to do so warrants the Sub-Adviser’s recourse to immediate equitable relief. Notwithstanding any other provision of this Sub-Advisory Agreement, to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to the Fund (including, but not limited to, the identity of the Adviser or the Fund and market value of the Fund), the Sub-Adviser shall implement and maintain (and require any of its agents and affiliates that have access be permitted to Confidential Information disclose such information to maintain) commercially reasonable and appropriate administrative, technical, physical and organizational safeguards designed to: (i) ensure the security and confidentiality extent necessary to effect transactions on behalf of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; and (iii) protect against unauthorized or unlawful access to or use of the Confidential Information and against accidental loss or destruction of, or damage to, Confidential Information. The Sub-Adviser shall promptly notify the Adviser of any unauthorized access to any Confidential Information and of any other breaches of security. The Sub-Adviser shall reasonably cooperate Fund in accordance with the Adviser to ensure that the Adviser is not negatively affected by any such occurrences or to mitigate the effects of same on the Adviser. The Sub-Adviser will review and test such safeguards on no less than an annual basis and shall promptly provide all information related to the Sub-Adviser's security policies and procedures reasonably requested by the Adviser from time to time. (e) The terms of this paragraph Sub-Advisory Agreement. The provisions of this Section 16 shall survive the termination or expiration of this Sub-Advisory Agreement.

Appears in 1 contract

Samples: Sub Advisory Agreement (Mutual Fund & Variable Insurance Trust)

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Privacy Notice/Confidentiality. (a) The Sub-Adviser shall regard as confidential all information furnished to it by the Adviser concerning the Assets, the Fund and the Adviser (collectively, "Confidential Information") and shall not disclose Confidential Information to any third party, other than (i) the Adviser, (ii) the Fund, (iii) service providers employed by the Sub-Adviser or the Fund, including in connection with the management, custody, brokerage and administration of the Assets, provided that the Sub-Adviser shall be liable for any breach of this Agreement by such service providers retained by the Sub-Adviser, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (b) The Adviser will treat as confidential all non-public information and advice furnished to it by the Sub-Adviser and will not disclose such non-public information to third parties except (i) the Sub-Adviser, (ii) the Fund, (iii) service providers employed by the Adviser or the Fund, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Sub-Adviser. (c) The Adviser and the Sub-Adviser acknowledge prior receipt of the other's Trust’s Privacy Notice and Policy. The Adviser and the Sub-Adviser agree to safeguard all information pertaining to the Fund and the Assets in accordance with the Sub-Adviser's Privacy Policy and Company consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers, including providing a privacy notice . Sub-Adviser will treat confidentially and as proprietary information of the Company all records and other information relative to the Fund Company and maintaining prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities or such disclosure is compeled by law, regulation or rule of any exchange to which the party may be subject or as requested by a corresponding privacy policy to be followed regulatory authority over such party, or when so requested by individuals and/or affiliated entities that may have access to information pertaining to the Fund or the AssetsCompany. The Adviser Adviser, on its own behalf or on behalf of the Fund, shall provide not disclose information of a copy confidential nature acquired in consequence of this Sub-Advisory Agreement, except after prior notification to and approval in writing by the Sub-Adviser's Privacy Notice , which approval shall not be unreasonably withheld and may not be withheld where Adviser may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities or such disclosure is compeled by law, regulation or rule of any exchange to which the party may be subject or as requested by a regulatory authority over such party. Except to the extent necessary to conduct the Fund. ’s business or as required by law, the Adviser shall not and, on behalf of its own behalf and or behalf of the Fund, shall neither disclose nor use information of a confidential nature, whether written or oral, contained in computer files or software, or otherwise (d) The including without limitation trading instructions made by the Sub-Adviser and trading positions), relating to or concerning the Sub-Adviser’s investment program. Adviser shall not and shall cause the Fund not to reverse engineer or attempt to reverse engineer the investment program and the Adviser acknowledges and agrees on behalf of both itself and the Fund that any attempt on its part to do so warrants the Sub-Adviser’s recourse to immediate equitable relief. Notwithstanding any other provision of this Sub-Advisory Agreement, to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to the Fund (including, but not limited to, the identity of the Adviser or the Fund and market value of the Fund), the Sub-Adviser shall implement and maintain (and require any of its agents and affiliates that have access be permitted to Confidential Information disclose such information to maintain) commercially reasonable and appropriate administrative, technical, physical and organizational safeguards designed to: (i) ensure the security and confidentiality extent necessary to effect transactions on behalf of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; and (iii) protect against unauthorized or unlawful access to or use of the Confidential Information and against accidental loss or destruction of, or damage to, Confidential Information. The Sub-Adviser shall promptly notify the Adviser of any unauthorized access to any Confidential Information and of any other breaches of security. The Sub-Adviser shall reasonably cooperate Fund in accordance with the Adviser to ensure that the Adviser is not negatively affected by any such occurrences or to mitigate the effects of same on the Adviser. The Sub-Adviser will review and test such safeguards on no less than an annual basis and shall promptly provide all information related to the Sub-Adviser's security policies and procedures reasonably requested by the Adviser from time to time. (e) The terms of this paragraph Sub-Advisory Agreement. The provisions of this Section 16 shall survive the termination or expiration of this Sub-Advisory Agreement.

Appears in 1 contract

Samples: Sub Advisory Agreement (Mutual Fund & Variable Insurance Trust)

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