Common use of Data Access and Proprietary Information Clause in Contracts

Data Access and Proprietary Information. 7.1. The Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Transfer Agent by the Servicing Agent in connection with the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Servicing Agent on data bases under the control and ownership of the Servicing Agent ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Servicing Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Transfer Agent agrees to treat all Proprietary Information as proprietary to the Servicing Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder or as required by law. Without limiting the foregoing, the Transfer Agent agrees for itself and its employees and agents: (a) to access Customer Data solely from locations as may be designated in writing by the Servicing Agent and solely in accordance with the Servicing Agent's applicable user documentation; (b) to refrain from copying or duplicating in any way the Proprietary Information; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Servicing Agent in a timely manner of such fact and dispose of such information in accordance with the Servicing Agent's instructions; (d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Servicing Agent; (e) to honor all reasonable written requests made by the Servicing Agent to protect at the Servicing Agent's expense the rights of the Servicing Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement. 7.2. If the Transfer Agent notifies the Servicing Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Servicing Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Servicing Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Transfer Agent agrees to make no claim against the Servicing Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SERVICING AGENT 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. 7.3. If the transactions available to the Transfer Agent include the ability to originate electronic instructions to the Servicing Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Servicing Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Servicing Agent from time to time.

Data Access and Proprietary Information. 7.1. 5.1 The Transfer Agent Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by the Transfer Agent by as part of the Servicing Agent in connection with the Fund's Trust’s ability to access certain FundTrust-related data ("“Customer Data"Information”) maintained by the Servicing Transfer Agent or another third party on data bases databases under the control and ownership of the Servicing Transfer Agent ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the Servicing Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Authorized Participant information or the confidential information of the Trust. In no event shall Customer DataInformation be deemed Proprietary Information. The Transfer Agent Trust agrees to treat all Proprietary Information as proprietary to the Servicing Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder or as required by lawhereunder. Without limiting the foregoing, the Transfer Agent Trust agrees for itself and its employees officers and trustees and their agents, to: (ai) to access Customer Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the Servicing Agent location(s) agreed to between the Trust and the Transfer Agent, and solely in accordance with the Servicing Transfer Agent's ’s applicable user documentation; (bii) to refrain from copying or duplicating in any way the Proprietary Information;; State Street: Limited Access (ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Servicing Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Servicing Transfer Agent's ’s instructions; (div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Servicing Transfer Agent; (ev) allow the Trust or such agents to have access only to those authorized transactions agreed upon by the Trust and the Transfer Agent; (vi) honor all reasonable written requests made by the Servicing Transfer Agent to protect at the Servicing Transfer Agent's ’s expense the rights of the Servicing Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party . 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 7. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. 7.2. 5.3 If the Transfer Agent Trust notifies the Servicing Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Servicing Transfer Agent shall endeavor work in a timely manner to correct such failure. Organizations from which the Servicing Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Transfer Agent Trust agrees to make no claim against the Servicing Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE SERVICING TRANSFER AGENT 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. 7.3. 5.4 If the transactions available to the Transfer Agent Trust include the ability to originate electronic instructions to the Servicing Transfer Agent in order to (i) effect the transfer or movement of cash or Shares Baskets or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Servicing Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Servicing Transfer Agent from time to time. 5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.

Data Access and Proprietary Information. 7.1. The Transfer Agent Fund acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent by the Servicing Agent in connection with as part of the Fund's ’s ability to access certain Fund-related data ("“Customer Data"”) maintained by the Servicing Transfer Agent on data bases databases under the control and ownership of the Servicing Transfer Agent or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the Servicing Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Transfer Agent Fund ,agrees to treat all Proprietary Information as proprietary to the Servicing Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder or as required by lawhereunder. Without limiting the foregoing, the Transfer Agent Fund agrees for itself and its employees and agents: (a) to access Customer Data solely from locations as may be designated in writing by the Servicing Agent and solely in accordance with the Servicing Agent's applicable user documentation; (b) to refrain from copying agents to: Proprietary Information shall not include all or duplicating in any way the Proprietary Information; (c) to refrain from obtaining unauthorized access to any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information, Information is essential to the business interest of the Transfer Agent and if such access is inadvertently obtained, to inform that the Servicing Agent in a timely manner disclosure of such fact Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and dispose irreparable harm, the value of such information which-would be extremely difficult to determine. Accordingly, the parties agree that, in accordance with the Servicing Agent's instructions; (d) to refrain from causing or allowing the data acquired hereunder from being retransmitted addition to any other computer facility remedies that may be available in law, equity, or other location, except with otherwise for the prior written consent disclosure or use of the Servicing Agent; (e) to honor all reasonable written requests made by the Servicing Agent to protect at the Servicing Agent's expense the rights of the Servicing Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination in breach of this Agreement. 7.2, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach. If the Transfer Agent Fund notifies the Servicing Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Servicing Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Servicing Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Transfer Agent Fund agrees to make no claim against the Servicing Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SERVICING TRANSFER AGENT 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. 7.3. If the transactions available to the Transfer Agent Fund include the ability to originate electronic instructions to the Servicing Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Servicing Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Servicing Transfer Agent from time to time.

Data Access and Proprietary Information. 7.1. 5.1 The Transfer Agent Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by the Transfer Agent by as part of the Servicing Agent in connection with the Fund's Trust’s ability to access certain FundTrust-related data ("“Customer Data"Information”) maintained by the Servicing Transfer Agent or another third party on data bases databases under the control and ownership of the Servicing Transfer Agent ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the Servicing Transfer Agent or other another third party. In no event shall Proprietary Information include or be deemed to include shareholder information, information regarding Authorized Participants or the Confidential Information of the Trust, its Portfolios or its service providers. In no event shall Customer DataInformation be deemed Proprietary Information. The Transfer Agent Trust, on behalf of itself and each Portfolio, agrees to treat all Proprietary Information as proprietary to property of the Servicing Transfer Agent and further agrees that it shall not divulge any Proprietary Information not otherwise lawfully made publicly available to any person or organization except as may be provided hereunder or as required by lawhereunder. Without limiting the foregoing, the Transfer Agent Trust agrees for itself and itself, its officers, employees and trustees, on behalf of the Portfolios and their agents, to: (a) to access Customer Data 5.1.1 use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the Servicing Agent location(s) agreed to between the Trust and the Transfer Agent, and solely in accordance with the Servicing Transfer Agent's ’s applicable user documentation; (b) to 5.1.2 refrain from copying or duplicating in any way (other than in the normal course of performing processing or maintenance on the Trust’s (or its agents’) computers or systems) the Proprietary Information; (c) to 5.1.3 refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Servicing Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Servicing Transfer Agent's ’s reasonable instructions; (d) to 5.1.4 refrain from purposefully causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Servicing Transfer Agent; (e) 5.1.5 allow the Trust or such agents to have access only to those authorized transactions relating to the Trust and/or the Portfolios agreed upon by the Trust and the Transfer Agent; and 5.1.6 honor all reasonable written requests made by the Servicing Transfer Agent to protect protect, at the Servicing Transfer Agent's expense ’s expense, the rights of the Servicing Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party . 5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Section 7. The obligations any of the foregoing items that are or become publicly available without breach of this Section shall survive any earlier termination Agreement; that are released for general disclosure by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. 7.2. 5.3 If the Transfer Agent Trust notifies the Servicing Transfer Agent that any of the Data Access Services do not fail to operate in material compliance with the most recently issued user documentation for such servicesgood working order, the Servicing Transfer Agent shall endeavor correct such failure in a reasonably timely manner to correct such failurebased on the circumstances. Organizations from which the Servicing Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Transfer Agent Trust agrees to make no claim against the Servicing Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE SERVICING TRANSFER AGENT 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. For the avoidance of doubt, nothing in this Section 5 shall modify the Transfer Agent’s Standard of Care (as defined below) under this Agreement or the Transfer Agent’s obligations under Section 8.3 of this Agreement. 7.3. 5.4 If the transactions available to the Transfer Agent Trust include the ability to originate electronic instructions to the Servicing Transfer Agent in order to (i) effect the transfer or movement of cash or Shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Servicing Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Servicing Transfer Agent and agreed to in writing by the Trust from time to time. 5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. 5.6 Notwithstanding any other provision to the contrary, the Trust may disclose Proprietary 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 reasonably believed to have jurisdiction over the Trust; provided that the Trust has given the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure. 5.7 Notwithstanding Section 5.1, the Trust (and any affiliate and/or permitted successor that agrees to be bound by the terms hereof) is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations (including, for the avoidance of doubt, its affiliates and professional advisors, auditors or persons performing similar functions) for informational purposes.