Disclosure of Confidential Information and Data Sample Clauses
The Disclosure of Confidential Information and Data clause governs how sensitive or proprietary information shared between parties may be disclosed to others. Typically, it outlines the circumstances under which confidential data can be revealed, such as with prior written consent, to comply with legal obligations, or to authorized personnel who need the information to fulfill contractual duties. This clause is essential for protecting business secrets and personal data, ensuring that confidential information is not improperly shared or exposed, thereby reducing the risk of unauthorized disclosure and maintaining trust between parties.
Disclosure of Confidential Information and Data. The Receiving Party may, without the Disclosing Party’s consent, disclose the Disclosing Party’s Confidential Information to its attorneys, accountants, auditors, consultants and other similar advisors that have a reasonable need to know such Confidential Information (collectively, “Representatives”), provided such Confidential Information is disclosed under obligations of confidentiality that prohibit the disclosure or use of such Confidential Information by the Representatives for any purpose other than the specific engagement with the Receiving Party for which the Representative has been retained and that are otherwise no less restrictive than the confidentiality obligations contained in this Agreement. The parties acknowledge that use of Confidential Information by a Representative to represent its other clients in dealing with the Disclosing Party would constitute a breach of this Section C. Where the Custodian is the Receiving Party, “Representatives” will include its Affiliates and Service Providers (as defined below). Each party will be responsible for any use or disclosure of Confidential Information of the Disclosing Party in breach of this Agreement by its Representatives as though such party had used or disclosed such Confidential Information itself. The Custodian may disclose and permit use (as applicable) of the Confidential Information of each Fund and each Portfolio without each Fund’s consent: (i) to its Affiliates and any of its third-party agents and service providers (“Service Providers”) in connection with the provision of services, the discharge of its obligations under this Agreement or the carrying out of any proper instruction, including in accordance with the standard practices or requirements of any financial market utility or in connection with the settlement, holding or administration of cash, securities or other instruments; and (ii) to its Affiliates in connection with the management of the businesses of the Custodian and its Affiliates, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management and marketing. The Custodian shall cause any Affiliate or Service Provider to which it has disclosed Confidential Information to comply at all times with the confidentiality and data-protection obligations under this Section 18.12 as if it were a party to this Agreement. The Receiving Party may disclose the Disclosing Party’s Confide...
Disclosure of Confidential Information and Data. 24.3.1 The Receiving Party may disclose the Disclosing Party's Confidential Information to (i) its attorneys, accountants, auditors and other similar advisors that have a reasonable need to know such Confidential Information or (ii) to its Affiliates and any of its third-party agents (including subcontractors and consultants) and service providers in connection with carrying out the provision of services (“Service Providers” and together with the entities in clause (i), “Representatives”). in each case of (i) and (ii) whether located inside or outside the United States, provided such Confidential Information is disclosed under obligations of confidentiality and restrictions on use substantially similar to those of the Receiving Party under this Agreement.
24.3.2 Custodian may disclose Confidential Information of the Client as may be required to perform its obligations under an Agreement or any Proper Instruction, including the requirements of any market infrastructure or in connection with holding or settlement of cash, securities or other instruments.
24.3.3 Each Party will be responsible for any use or disclosure of Confidential Information of the Disclosing Party in violation of this Agreement by its Affiliates and Representatives as though such Party had used or disclosed such Confidential Information itself. The Custodian further agrees that it will provide a list of critical third-party agents and service providers with access to Confidential Information upon reasonable request of the Client.
Disclosure of Confidential Information and Data