Common use of Service Provider’s Obligations Clause in Contracts

Service Provider’s Obligations. (a) Subject to Sections 5.03 and 5.11 of the Transfer Agreement, for a period of two years after the date hereof (or for such longer period as may be required by Applicable Law or the Company's privacy policy) the Service Provider shall refrain, and shall cause its officers, directors, employees, agents, auditors, counsel, affiliates, Authorized Administrators, Authorized Administrator Sub-delegatee and other representatives (collectively, "Representatives") to refrain, from directly or indirectly: (i) disclosing to any person or entity (other than the Service Provider's Representatives) the terms and conditions of this Agreement or any records, files, documents, data (including without limitation claims or loss data), or information concerning the Company or its affiliates that the Service Provider prepares, maintains, uses, or receives in connection with the transactions contemplated by this Agreement, unless (i) disclosure is compelled by any court or administrative agency or by other requirements of Applicable Law or (ii) such records, files, documents, data, or information can be shown to have been (x) generally available to the public other than as a result of a disclosure by the Service Provider or its Representatives or (y) available to the Service Provider on a non-confidential basis from a source other than the Company or the Company's Representatives, provided that such source is not known by the Service Provider to be bound by a confidentiality agreement with, or other obligation of secrecy of, the Company or another party; or (ii) using such records, files, documents, data or information for any purpose (including without limitation directly or indirectly competing with the Company or any affiliate thereof) except pursuant to this Agreement. (b) Notwithstanding the foregoing, from and after the Service Commencement Date, the Service Provider shall be entitled to use information concerning, derived from, or related to the Business for any lawful purpose in connection with the transaction of the Service Provider's business under the Coinsurance Agreement, provided that the Service Provider shall comply with all laws applicable to the use of such information (including, without limitation, Applicable Laws relating to the use of such information that would otherwise be applicable to the Company as the issuer of the Reinsured Policies).

Service Provider’s Obligations. (a) Subject to Sections 5.03 Section 3.03(b) hereof and 5.11 Section 7.03 of the Transfer AgreementSPA, for a period during the term of two years after the date hereof this Agreement (or for such longer period as may be required by Applicable Law or the Companyby FAFLIC's privacy policypolicy as in effect on the Closing Date or any prior date, as applicable, and as hereafter updated for changes in Applicable Law, to the extent such privacy policy is provided to the Service Provider) the Service Provider and any Authorized Administrator shall refrain, and shall cause its officers, directors, employees, agents, auditors, counsel, affiliates, Authorized Administrators, Authorized Administrator Sub-delegatee Affiliates and other representatives (including, in the case of the Service Provider, its Authorized Administrator) (collectively, "RepresentativesREPRESENTATIVES") to refrain, from directly or indirectly: (i) disclosing to any person or entity (other than the Service Provider's Representatives) the terms and conditions of this Agreement or any records, files, documents, data (including including, without limitation limitation, claims or loss datadata or customer information), or information concerning the Company FAFLIC or its affiliates Affiliates that the Service Provider prepares, maintains, uses, or receives in connection with the transactions contemplated by this Agreement, unless (i) disclosure is compelled by any court or administrative agency or by other requirements of Applicable Law or (ii) such records, files, documents, data, or information can be shown to have been (x) generally available to the public other than as a result of a disclosure by the Service Provider or its Representatives or Representatives, (y) available to the Service Provider on a non-confidential basis from a source other than the Company FAFLIC or the CompanyFAFLIC's Representatives, provided that such source is not known by the Service Provider to be bound by a confidentiality agreement with, or other obligation of secrecy of, the Company FAFLIC or another partyparty or (z) developed independently by the Service Provider; or (ii) using such records, files, documents, data or information for any purpose (including including, without limitation limitation, directly or indirectly competing with the Company FAFLIC or any affiliate Affiliate thereof) except pursuant to this Agreement. (b) Notwithstanding the foregoing, from and after the Service Commencement Date, the Service Provider shall be entitled to use information concerning, derived from, or related to the Business administration of the Contracts for any lawful purpose in connection with the transaction of the Service Provider's business under the SPA, any Ancillary Agreement and, if applicable, the Core Coinsurance Agreement, provided that the Service Provider shall comply with all laws applicable to the use of such information (including, without limitation, Applicable Laws relating to the use of such information that would otherwise be applicable to the Company FAFLIC as the issuer of the Reinsured PoliciesContracts).