THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“Systems”) or if State Street and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system. B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“Confidential Information”). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street upon termination or expiration hereof. C. PIMCO has been informed that the Systems are licensed for use by State Street from one or more third parties (“Licensors”), and PIMCO acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “Protected Information”). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO will preserve the confidentiality of the Protected Information, and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s obligations and undertakings contained in this Section. D. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 8 contracts
Samples: Custody and Investment Accounting Agreement (PIMCO California Flexible Municipal Income Fund), Custody and Investment Accounting Agreement (PIMCO Access Income Fund), Custody and Investment Accounting Agreement (PIMCO Flexible Emerging Markets Income Fund)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street (“"Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are owned by or licensed for use by State Street and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES STATED EXPRESSLY HEREIN.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 6 contracts
Samples: Custody Agreement (Aetna Get Fund/), Custody Agreement (Ing Series Fund Inc), Custody Agreement (Aetna Get Fund/)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“"Systems”") or if State Street and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“"Confidential Information”"). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by State Street from one or more third parties (“"Licensors”"), and PIMCO acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “"Protected Information”"). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO will preserve the confidentiality of the Protected Information, and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s 's obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 3 contracts
Samples: Custody and Investment Accounting Agreement (Pimco Fixed Income Shares), Custody and Investment Accounting Agreement (Fixed Income Shares), Custody and Investment Accounting Agreement (Pimco Fixed Income Shares)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO the Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“"Systems”") or if State Street and PIMCO the Fund agree to utilize any electronic system of communication, PIMCO the Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO The Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street or its affiliates (“"Confidential Information”"). PIMCO The Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO The Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO The Fund has been informed that the Systems are owned by or licensed for use by State Street and its affiliates from one or more third parties (“"Licensors”"), and PIMCO the Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO the Fund (collectively, the “"Protected Information”"). PIMCO The Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO The Fund will preserve the confidentiality of the Protected Information, and PIMCO the Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO The Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s the Fund's obligations and undertakings contained in this Section.
D. PIMCO The Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 3 contracts
Samples: Recordkeeping Agreement (Aetna Get Fund/), Recordkeeping Agreement (Ing Series Fund Inc), Recordkeeping Agreement (Aetna Get Fund/)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“"Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend at its own expense any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (Fixed Income Shares), Custody and Investment Accounting Agreement (Fixed Income Shares)
THE SYSTEMS; CONFIDENTIALITY. A. 21.1 If State Street Custodian provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street Custodian (“"Systems”") or if State Street Custodian and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO 21.2 Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street Custodian (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street Custodian upon termination or expiration hereof.
C. PIMCO 21.3 Fund has been informed that the Systems are licensed for use by State Street Custodian from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street Custodian and Licensors have proprietary rights in and to the Systems and all other State Street Custodian or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street Custodian and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO 21.4 Fund hereby represents and warrants to State Street Custodian that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street CUSTODIAN EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR OF A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (Monument Series Fund Inc), Custody and Investment Accounting Agreement (Monument Series Fund Inc)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“Systems”) or if State Street and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“Confidential Information”). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees or agents who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by State Street from one or more third parties (“Licensors”), ) and PIMCO acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “Protected Information”). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO will preserve the confidentiality of the Protected Information, Information and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s the obligations and undertakings contained in this Section.
D. Notwithstanding any other provision herein to the contrary, PIMCO may disclose Confidential Information and/or Protected Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over PIMCO or the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving State Street as much advance notice of the possibility of such disclosure as practical so State Street may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
E. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. F. State Street agrees to defend any claim or action brought against the Trust or PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify the Trust and PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 VIII hereof, which may be assessed against them under any such claim or action.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (PIMCO Equity Series), Custody and Investment Accounting Agreement (PIMCO ETF Trust)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO PVIT direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“Systems”) or if State Street and PIMCO PVIT agree to utilize any electronic system of communication, PIMCO PVIT agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO PVIT will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“Confidential Information”). PIMCO PVIT agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO PVIT will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO PVIT has been informed that the Systems are licensed for use by State Street from one or more third parties (“Licensors”), and PIMCO PVIT acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO PVIT (collectively, the “Protected Information”). PIMCO PVIT acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO PVIT will preserve the confidentiality of the Protected Information, and PIMCO PVIT hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO PVIT will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCOPVIT’s obligations and undertakings contained in this Section.
D. PIMCO PVIT hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street X. Xxxxx Xxxxxx agrees to defend any claim or action brought against PIMCO or any Fund PVIT on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund PVIT against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (PIMCO Equity Series VIT), Custody and Investment Accounting Agreement (Pimco Variable Insurance Trust)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR OF A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (13a Commercial Mortgage Securities Fund Inc)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR OF A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES STATED EXPRESSLY HEREIN.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody Agreement (Nicholas Applegate Mutual Funds)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, custody recordkeeping and accounting systems used by State Street Xxxxx Xxxxxx (“"Xxxxx Xxxxxx Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the State Street Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the State Street Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the State Street Systems and the business of State Street or its affiliates (“"State Street Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such State Street Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the State Street Systems are licensed for use by State Street and its affiliates from one or more third parties (“"State Street Licensors”"), and PIMCO Fund acknowledges that State Street and State Street Licensors have proprietary rights in and to the State Street Systems and all other State Street or State Street Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"State Street Protected Information”"). PIMCO Fund acknowledges that the State Street Protected Information constitutes confidential material and trade secrets of State Street and State Street Licensors. PIMCO Fund will preserve the confidentiality of the State Street Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of State Street Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the State Street Protected Information or to any computer equipment capable of accessing the same. State Street Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the State Street Systems are appropriate and suitable for its use. THE STATE STREET SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street agrees will take reasonable steps to defend any claim or action brought against PIMCO or any ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are reasonably free from material and serious defects. State Street will make the changes to its products at no cost to the Fund on and in a commercially reasonable time frame and will require third-party suppliers to do likewise. Similarly, Fund will take reasonable steps to ensure that its electronic systems reflect the issue available state of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreementart technology and are reasonably free from material and serious defects, and if any changes are required, Fund will make the changes to indemnify PIMCO its systems at no cost to State Street and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or actionin a commercially reasonable time frame.
Appears in 1 contract
Samples: Custody Agreement (Firsthand Funds)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Insurance Company direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Insurance Company agree to utilize any electronic system of communication, PIMCO Insurance Company agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Insurance Company will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO Insurance Company agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Insurance Company will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Insurance Company has been informed that the Systems are licensed for use by State Street IFTC and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Insurance Company acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Insurance Company (collectively, the “"Protected Information”"). PIMCO Insurance Company acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Insurance Company will preserve the confidentiality of the Protected Information, and PIMCO Insurance Company hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Insurance Company will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Insurance Company's obligations and undertakings contained in this Section.
D. PIMCO Insurance Company hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Investment Accounting Agreement (Integrity Life Insurance Co Separate Account Ten)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street agrees will take reasonable steps to defend any claim or action brought against PIMCO or any Fund on ensure that its products (and those of its third-party suppliers) reflect the issue available state of infringement the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of any United States patentdates, copyright, trade secret or trademark by the Systems as used within the scope of this Agreementcalculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to indemnify PIMCO and each Fund against all damages and costs, subject its products at no cost to the provisions Fund and in a commercially reasonable time frame and will require third-party suppliers to do likewise. Similarly, Fund will take reasonable steps to ensure that its electronic systems reflect the available state of Section 5 hereofthe art technology and are Year 2000 compliant, which may be assessed against them under including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any such claim or actionchanges are required, Fund will make the changes to its systems at no cost to State Street and in a commercially reasonable time frame.
Appears in 1 contract
Samples: Recordkeeping Agreement (Nicholas Applegate Mutual Funds)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“Systems”) or if State Street and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“Confidential Information”). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by State Street from one or more third parties (“Licensors”), and PIMCO acknowledges that State Street Xxxxx Xxxxxx and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “Protected Information”). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO will preserve the confidentiality of the Protected Information, and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (PIMCO Equity Series)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“"Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street Xxxxx Xxxxxx or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street agrees will take reasonable steps to defend any claim or action brought against PIMCO or any ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are reasonably free from material and serious defects. State Street will make the changes to its products at no cost to the Fund on and in a commercially reasonable time frame and will require third-party suppliers to do likewise. Similarly, Fund will take reasonable steps to ensure that its electronic systems reflect the issue available state of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreementart technology and are reasonably free from material and serious defects, and if any changes are required, Fund will make the changes to indemnify PIMCO its systems at no cost to State Street and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or actionin a commercially reasonable time frame.
Appears in 1 contract
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street (“"Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“Systems”) or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“Confidential Information”). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“Licensors”), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “Protected Information”). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCOFund’s obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“"Licensors”"), and PIMCO acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “"Protected Information”"). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO will preserve the confidentiality of the Protected Information, and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s 's obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street IFTC agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Pimco Funds Multi Manager Series)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any secure electronic system of communicationcommunication to transmit data or other information, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures reasonably designed to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will Fund agrees to use its best efforts to preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will use its best efforts to preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined IFTC that, to its satisfaction that knowledge, the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR OF A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Clearwater Investment Trust)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping record keeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES STATED EXPRESSLY HEREIN.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (FFP New Horizons Fund Inc)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, custody recordkeeping and accounting systems used by State Street (“"Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES EXPRESSLY STATED HEREIN.
E. State Street agrees will take reasonable steps to defend any claim or action brought against PIMCO or any ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are reasonably free from material and serious defects. State Street will make the changes to its products at no cost to the Fund on and in a commercially reasonable time frame and will require third-party suppliers to do likewise. Similarly, Fund will take reasonable steps to ensure that its electronic systems reflect the issue available state of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreementart technology and are reasonably free from material and serious defects, and if any changes are required, Fund will make the changes to indemnify PIMCO its systems at no cost to State Street and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or actionin a commercially reasonable time frame.
Appears in 1 contract
Samples: Custody Agreement (Firsthand Funds)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 18 19 PARTICULAR PURPOSE, EXCEPT THOSE WARRANTIES STATED EXPRESSLY HEREIN.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC or its affiliates (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC and its affiliates from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.Information
Appears in 1 contract
Samples: Custody Agreement (Ing Funds Trust)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other other-person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“"Licensors”"), and PIMCO acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “"Protected Information”"). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO will preserve the confidentiality of the Protected Information, and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s 's obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants wan-ants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY E32RESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street IFTC agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Pimco Funds)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting custody systems used by State Street (“"Systems”") or if State Street and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
THE SYSTEMS; CONFIDENTIALITY. A. If State Street provides PIMCO direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street (“"Systems”") or if State Street and PIMCO agree to utilize any electronic system of communication, PIMCO agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of State Street (“"Confidential Information”"). PIMCO agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO will return all such Confidential Information to State Street upon termination or expiration hereof.
C. PIMCO has been informed that the Systems are licensed for use by State Street from one or more third parties (“"Licensors”"), and PIMCO acknowledges that State Street and Licensors have proprietary rights in and to the Systems and all other State Street or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO (collectively, the “"Protected Information”"). PIMCO acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street and Licensors. PIMCO will preserve the confidentiality of the Protected Information, and PIMCO hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s 's obligations and undertakings contained in this Section.
D. PIMCO hereby represents and warrants to State Street that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND ANT) FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Pimco Funds Multi Manager Series)
THE SYSTEMS; CONFIDENTIALITY. A. If State Street IFTC provides PIMCO Fund direct access to the computerized investment portfolio custody, recordkeeping and accounting systems used by State Street IFTC (“"Systems”") or if State Street IFTC and PIMCO Fund agree to utilize any electronic system of communication, PIMCO Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. PIMCO Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information Information of, and other materials relevant to, the Systems and the business of State Street IFTC (“"Confidential Information”"). PIMCO Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. PIMCO Fund will return all such Confidential Information to State Street IFTC upon termination or expiration hereof.
C. PIMCO Fund has been informed that the Systems are licensed for use by State Street IFTC from one or more third parties (“"Licensors”"), and PIMCO Fund acknowledges that State Street IFTC and Licensors have proprietary rights in and to the Systems and all other State Street IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of PIMCO Fund (collectively, the “"Protected Information”"). PIMCO Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of State Street IFTC and Licensors. PIMCO Fund will preserve the confidentiality of the Protected Information, and PIMCO Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. PIMCO Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of PIMCO’s Fund's obligations and undertakings contained in this Section.
D. PIMCO Fund hereby represents and warrants to State Street IFTC that it has determined to its satisfaction that the Systems are appropriate and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. State Street IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. State Street agrees to defend any claim or action brought against PIMCO or any Fund on the issue of infringement of any United States patent, copyright, trade secret or trademark by the Systems as used within the scope of this Agreement, and to indemnify PIMCO and each Fund against all damages and costs, subject to the provisions of Section 5 hereof, which may be assessed against them under any such claim or action.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Quantitative Group of Funds)