Common use of Disclosure of Confidential Information and Data Clause in Contracts

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 Confidential Information to the extent such disclosure is required to satisfy any legal requirement, including in response to court-issued orders, investigative demands, subpoenas or similar processes or to satisfy the requirements of any applicable regulatory authority. Each party acknowledges that the disclosure to any non-authorized third party of Confidential Information or the use of Confidential Information in breach of this Agreement may immediately give rise to continuing irreparable injury that is inadequately compensable in damages at law, and in such cases the Receiving Party agrees to waive any defense that an adequate remedy at law is available if the Disclosing Party seeks to obtain injunctive relief against any such breach or any threatened breach. Each party may store Confidential Information with third-party providers of information technology services, and permit access to Confidential Information by such providers as reasonably necessary for the receipt of cloud computing and storage services and related hardware and software maintenance and support, provided such providers are under obligations of confidentiality with respect to such Confidential Information. In no event will the Custodian allow representatives of its asset management division or Affiliates engaged in asset management to have access to or to use Confidential Information, including Data.”

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 Information Classification: Limited Access 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 Confidential Information to the extent such disclosure is required to satisfy any legal requirement, including in response to court-issued orders, investigative demands, subpoenas or similar processes or to satisfy the requirements of any applicable regulatory authority. Each party acknowledges that the disclosure to any non-authorized third party of Confidential Information or the use of Confidential Information in breach of this Agreement may immediately give rise to continuing irreparable injury that is inadequately compensable in damages at law, and in such cases the Receiving Party agrees to waive any defense that an adequate remedy at law is available if the Disclosing Party seeks to obtain injunctive relief against any such breach or any threatened breach. Each party may store Confidential Information with third-party providers of information technology services, and permit access to Confidential Information by such providers as reasonably necessary for the receipt of cloud computing and storage services and related hardware and software maintenance and support, provided such providers are under obligations of confidentiality with respect to such Confidential Information. In no event will the Custodian allow representatives of its asset management division or Affiliates engaged in asset management to have access to or to use Confidential Information, including Data.”

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. 9.3. Where the Custodian Transfer Agent 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 Transfer Agent may disclose and permit use (as applicable) of the Confidential Information of each Fund the Trust and each Portfolio the Funds without each Fundthe Trust’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 Transfer Agent 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 Transfer Agent 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 9 as if it were a party to this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such disclosure is required to satisfy any legal requirement, including in response to court-issued orders, investigative demands, subpoenas or similar processes or to satisfy the requirements of any applicable regulatory authority. Each party acknowledges that the disclosure to any non-authorized third party of Confidential Information or the use of Confidential Information in breach of this Agreement may immediately give rise to continuing irreparable injury that is inadequately compensable in damages at law, and in such cases the Receiving Party agrees to waive any defense that an adequate remedy at law is available if the Disclosing Party seeks to obtain injunctive relief against any such breach or any threatened breach. Each party may store Confidential Information with third-party providers of information technology services, and permit access to Confidential Information by such providers as reasonably necessary for the receipt of cloud computing and storage services and related hardware and software maintenance and support, provided such providers are under obligations of confidentiality with respect to such Confidential Information. In no event will the Custodian Transfer Agent allow representatives of its asset management division or Affiliates engaged in asset management to have access to or to use Confidential Information, including Data.”