Common use of Access to Proprietary Information Clause in Contracts

Access to Proprietary Information. a. During the term of this Agreement, Schwab will provide to Fund Affiliate on a monthly basis, the Proprietary Information for that month. The Proprietary Information shall be provided together with the master accounts of Objecting Customers which shall be identified only by coded account number. b. Fund Affiliate will hold the Proprietary Information in strictest confidence and will use the Proprietary Information solely for the business purposes set forth in Recital A above. Fund Affiliate will have in effect, and enforce, rules and policies designed to prevent unauthorized access to, disclosure of, or use of the Proprietary Information by their employees or Mailing Agent, including but not limited to communication to their employees and Mailing Agent of the terms of this Confidentiality Agreement, to insure that they protect the confidentiality of the Proprietary Information. Fund Affiliate may disclose Proprietary Information to its responsible employees and Mailing Agent only to the extent necessary to carry out the purpose for which Proprietary Information is disclosed as set forth in Recital A. Fund Affiliate shall instruct its employees not to disclose Proprietary Information to third parties, except to Mailing Agent. c. Fund Affiliate shall not be prevented from using or disclosing any information or material, or any element thereof, whether or not such information or material is Proprietary Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: i. has been previously published or is published hereafter, unless such publication is itself a breach of this Agreement or a similar confidential disclosure agreement with Schwab; ii. was already known to Fund Affiliate prior to being disclosed by Schwab as evidenced by written records kept in the ordinary course of business of Fund Affiliate or by proof of actual use by Fund Affiliate; iii. has been or is hereafter rightfully received by Fund Affiliate from a third person without restriction on disclosure and without breach of this Agreement; or iv. has been independently developed by Fund Affiliate. It shall be presumed that any Proprietary Information in Fund Affiliate's possession is not within exceptions (iii) or (iv) above, and the burden is on Fund Affiliate to prove otherwise by records and documentation. d. Fund Affiliate may release Proprietary Information if required by law or by order or requirement of any court or governmental authority; provided that prior to releasing Proprietary Information pursuant to any such requirement or order, Fund Affiliate shall so notify Schwab. If feasible, such notice shall be provided not less than five (5) business days prior to the required disclosure. Fund Affiliate will use reasonable efforts not to release the Proprietary Information pending the outcome of any measures taken by Schwab to contest the requirement or order. e. Fund Affiliate acknowledges and agrees that it or its agent's breach of any part of this Agreement will result in irreparable harm to Schwab for which an adequate remedy is not available at law. Accordingly, in such event, Schwab shall be entitled, in addition to any other remedies available, to equitable relief, including preliminary injunction and restraining order. f. Fund Affiliate shall receive Proprietary Information back from any Mailing Agent, and destroy all tangible and non-tangible representations of Proprietary Information, within thirty (30) days of its receipt, upon receipt of Proprietary Information for a more recent month, or at termination of this Agreement, whichever is sooner. Fund Affiliate shall, if so requested by Schwab, deliver a letter to Schwab confirming the return and the destruction of the Proprietary Information. g. Schwab reserves all rights in the Proprietary Information pu▇▇▇▇▇▇ ▇▇ ▇ny patents and copyrights contained therein. Fund Affiliate recognizes and agrees that nothing contained in this Agreement shall be construed as granting any rights, license or otherwise, to any Proprietary Information disclosed pursuant to this Agreement. h. Fund Affiliate shall, at its own expense, take all reasonable steps, including the initiation and prosecution of actions at law or in equity, necessary to prevent disclosure of any Proprietary Information by any employee of Fund Affiliate or Mailing Agent or any former employee of Fund Affiliate or Mailing Agent, and to prevent the unauthorized use or disclosure of any Proprietary Information by any other person who gained such Proprietary Information from Fund Affiliate or Mailing Agent, or either's employees or former employees, in violation of the terms of this Agreement.

Access to Proprietary Information. a. During the term of this Agreement, Schwab will provide to Fund Affiliate on a monthly basis, the Proprietary Information for that month. The Proprietary Information shall be provided together with the master accounts of Objecting Customers - which shall be identified only by coded account number. b. Fund Affiliate will hold the Proprietary Information in strictest confidence and will use the Proprietary Information solely for the business purposes set forth in Recital A above. Fund Affiliate will have in effect, and enforce, rules and policies designed to prevent protect against unauthorized access to, disclosure of, to or use of the Proprietary Information by their employees or Mailing Agent, including but not limited to communication to instruction of and written agreements with their employees and Mailing Agent of the terms of this Confidentiality Agreement, to insure that they protect the confidentiality of the Proprietary Information. Fund Affiliate may disclose Proprietary Information to its responsible employees and Mailing Agent only to the extent necessary to carry out the purpose for which Proprietary Information is disclosed as set forth in Recital A. disclosed. Fund Affiliate shall instruct its employees not to disclose Proprietary Information to third parties, except to Mailing Agent. c. Fund Affiliate shall not be prevented from using or disclosing any information or material, or any element thereof, whether or not such information or material is Proprietary Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: i. has been previously published or is published hereafter, unless such publication is itself a breach of this Agreement or a similar confidential disclosure agreement with Schwab; ii. was already known to Fund Affiliate prior to being disclosed by Schwab as evidenced by written records kept in the ordinary course of business of Fund Affiliate or by proof of actual use by Fund Affiliate; iii. has been or is hereafter rightfully received by Fund Affiliate from a third person without restriction on disclosure and without breach of this Agreement; or iv. has been independently developed by Fund Affiliate. It shall be presumed that any Proprietary Information in Fund Affiliate's possession is not within exceptions (iii) or (iv) above, and the burden is on Fund Affiliate to prove otherwise by records and documentation. d. Fund Affiliate may release Proprietary Information if required by law or by order or requirement of any court or governmental authority; provided that prior to releasing Proprietary Information pursuant to any such requirement or order, Fund Affiliate shall so notify Schwab. If feasible, such notice shall be provided not less than five (5) business days prior to the required disclosure. Fund Affiliate will use reasonable efforts not to release the Proprietary Information pending the outcome of any measures taken by Schwab to contest the requirement or order. e. Fund Affiliate acknowledges and agrees that it or its agent's breach of any part of this Agreement will result in irreparable harm to Schwab for which an adequate remedy is not available at law. Accordingly, in such event, Schwab shall be entitled, in addition to any other remedies available, to equitable relief, including preliminary injunction and restraining order. f. Fund Affiliate shall receive Proprietary Information back from any Mailing Agent, and destroy all tangible and non-tangible representations of Proprietary Information, within thirty (30) days of its receipt, upon receipt of Proprietary Information for a more recent month, or at termination of this Agreement, whichever is sooner. Fund Affiliate shall, if so requested by Schwab, deliver a letter to Schwab confirming the return and the destruction of the Proprietary Information. g. Schwab reserves S▇▇▇▇▇ ▇▇▇erves all rights in the Proprietary Information pu▇▇▇▇▇▇ ▇▇ ▇ny pursuant to any patents and copyrights contained therein. Fund Affiliate recognizes and agrees that nothing contained in this Agreement shall be construed as granting any rights, license or otherwise, to any Proprietary Information disclosed pursuant to this Agreement. h. Fund Affiliate shall, at its own expense, take all reasonable steps, including the initiation and prosecution of actions at law or in equity, necessary to prevent disclosure of any Proprietary Information by any representative or employee of Fund Affiliate or Mailing Agent or any former employee of Fund Affiliate or Mailing Agent, and to prevent the unauthorized use or disclosure of any Proprietary Information by any other person who gained such Proprietary Information from Fund Affiliate or Mailing Agentits agent, representatives, or either's employees or former employees, employee in violation of the terms of this Agreement.

Access to Proprietary Information. a. During the term of this Agreement, Schwab will provide to Fund Affiliate on a monthly basis, the Proprietary Information for that month. The Proprietary Information shall be provided together with the master accounts of Objecting Customers - which shall be identified only by coded account number. b. Fund Affiliate will hold the Proprietary Information in strictest confidence and will use the Proprietary Information solely for the business purposes set forth in Recital A above. Fund Affiliate will have in effect, and enforce, rules and policies designed to prevent protect against unauthorized access to, disclosure of, to or use of the Proprietary Information by their employees or Mailing AgentInformation, including but not limited to communication to instruction of and written agreements with their employees and Mailing Agent of the terms of this Confidentiality Agreement, to insure that they protect the confidentiality of the Proprietary Information. Fund Affiliate may disclose Proprietary Information to its responsible employees and Mailing Agent only to the extent necessary to carry out the purpose for which Proprietary Information is disclosed as set forth in Recital A. disclosed. Fund Affiliate shall instruct its employees not to disclose Proprietary Information to third parties, except to Mailing Agent. c. Fund Affiliate shall not be prevented from using or disclosing any information or material, or any element thereof, whether or not such information or material is Proprietary Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: i. has been previously published or is published hereafter, unless such publication is itself a breach of this Agreement or a similar confidential disclosure agreement with Schwab; ii. was already known to Fund Affiliate prior to being disclosed by Schwab as evidenced by written records kept in the ordinary course of business of Fund Affiliate or by proof of actual use by Fund Affiliate; iii. has been or is hereafter rightfully received by Fund Affiliate from a third person without restriction on disclosure and without breach of this Agreement; or iv. has been independently developed by Fund Affiliate. It shall be presumed that any Proprietary Information in Fund Affiliate's possession is not within exceptions (iii) or (iv) above, and the burden is on Fund Affiliate to prove otherwise by records and documentation. d. Fund Affiliate may release Proprietary Information if required by law or by order or requirement of any court or governmental authority; provided that prior to releasing Proprietary Information pursuant to any such requirement or order, Fund Affiliate shall so notify Schwab. If feasible, such notice shall be provided not less than five (5) business days prior to the required disclosure. Fund Affiliate will use reasonable efforts not to release the Proprietary Information pending the outcome of any measures taken by Schwab to contest the requirement or order. e. Fund Affiliate acknowledges and agrees that it or its agent's breach of any part of this Agreement will result in irreparable harm to Schwab for which an adequate remedy is not available at law. Accordingly, in such event, Schwab shall be entitled, in addition to any other remedies available, to equitable relief, including preliminary injunction and restraining order. f. Fund Affiliate shall receive Proprietary Information back from any Mailing Agent, and destroy all tangible and non-tangible representations of Proprietary Information, within thirty (30) days of its receipt, upon receipt of Proprietary Information for a more recent month, or at termination of this Agreement, whichever is sooner. Fund Affiliate shall, if so requested by Schwab, deliver a letter to Schwab confirming the return and the destruction of the Proprietary Information. g. Schwab reserves S▇▇▇▇▇ ▇▇▇erves all rights in the Proprietary Information pu▇▇▇▇▇▇ ▇▇ ▇ny pursuant to any patents and copyrights contained therein. Fund Affiliate recognizes and agrees that nothing contained in this Agreement shall be construed as granting any rights, license or otherwise, to any Proprietary Information disclosed pursuant to this Agreement. h. Fund Affiliate shall, at its own expense, take all reasonable steps, including the initiation and prosecution of actions at law or in equity, necessary to prevent disclosure of any Proprietary Information by any representative or employee of Fund Affiliate or Mailing Agent or any former employee of Fund Affiliate or Mailing Agent, and to prevent the unauthorized use or disclosure of any Proprietary Information by any other person who gained such Proprietary Information from Fund Affiliate or Mailing Agentits agent, representatives, or either's employees or former employees, employee in violation of the terms of this Agreement.