Common use of Use of Proprietary Information and Confidentiality Clause in Contracts

Use of Proprietary Information and Confidentiality. The Boston Bank has been and may hereafter be furnished with certain materials and information relating to the MPF Program that are confidential and proprietary information of the MPF Provider (collectively, the “Confidential Information”). The Boston Bank agrees (i) to keep the Confidential Information confidential using reasonable means, not less than those used to protect its own proprietary material, (ii) to not disclose the Confidential Information to any one other than (solely in connection with the MPF Program) to its officers or employees who have a need to know its contents to perform their duties for the Boston Bank and to those third party agents who have signed confidentiality agreements protecting the MPF Provider, in form and substance reasonably satisfactory to the MPF Provider, and (iii) upon completion of its use of the Confidential Information or at any time upon the MPF Provider’s request, to promptly return the Confidential Information to the MPF Provider, including all copies made thereof in any format and all notes pertaining to the same. The Boston Bank further agrees that if it is served with process or any other governmental or regulatory request for the Confidential Information, it will immediately notify the General Counsel of the MPF Provider as provided in the FHLB Guide, prior to complying with such process, order or request, unless prohibited by applicable law, regulation or court order. The term “Confidential Information” does not include information that (a) is or becomes publicly known or enters the public domain; or (b)(i) was available to the Boston Bank prior to its disclosure to the Boston Bank by the MPF Provider or (ii) becomes available to the Boston Bank from a source other than the MPF Provider, provided that such source is not known by the Boston Bank to be subject to another confidentiality agreement with the MPF Provider. Nothing in this Agreement in intended to limit or prohibit the Boston Bank from developing or participating in a program or offering a product that resembles or competes with the MPF Program except to the extent that Confidential Information may not be used by the Boston Bank or anyone receiving Confidential Information from the Boston Bank to develop or assist in the development of any program or product that resembles or competes with the MPF Program and that the use of Confidential Information is subject to the terms of this Section 6.4.2.

Use of Proprietary Information and Confidentiality. The Boston Bank has been and may hereafter be furnished with certain materials and information relating to the MPF Program that are confidential and proprietary information of the MPF Provider (collectively, the “Confidential Information”). The Boston Bank agrees (i) to keep the Confidential Information confidential using reasonable means, not less than those used to protect its own proprietary material, (ii) to not disclose the Confidential Information to any one other than (solely in connection with the MPF Program) to its officers or employees who have a need to know its contents to perform their duties for the Boston Bank and to those third party agents who have signed confidentiality agreements protecting the MPF Provider, in form and substance reasonably satisfactory to the MPF Provider, and (iii) upon completion of its use of the Confidential Information or at any time upon the MPF Provider’s request, to promptly return the Confidential Information to the MPF Provider, including all copies made thereof in any format and all notes pertaining to the same. The Boston Bank further agrees that if it is served with process or any other governmental or regulatory request for the Confidential Information, it will immediately notify the General Counsel of the MPF Provider as provided in the FHLB Guide, prior to complying with such process, order or request, unless prohibited by applicable law, regulation or court order. The term “Confidential Information” does not include information that (a) is or becomes publicly known or enters the public domain; or (b)(i) was available to the Boston Bank prior to its disclosure to the Boston Bank by the MPF Provider or (ii) becomes available to the Boston Bank from a source other than the MPF Provider, provided that such source is not known by the Boston Bank to be subject to another confidentiality agreement with the MPF Provider. Nothing in this Agreement in intended to limit or prohibit the Boston Bank from developing or participating in a program or offering a product that resembles or competes with the MPF Program except to the extent that Confidential Information may not be used by the Boston Bank or anyone receiving Confidential Information from the Boston Bank to develop or assist in the development of any program or product that resembles or competes with the MPF Program and that the use of Confidential Information is subject to the terms of this Section 6.4.2.