Common use of File Security and Retention; Confidentiality Clause in Contracts

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 24 contracts

Sources: Transfer Agent Servicing Agreement (Ariel Investment Trust), Transfer Agent Servicing Agreement (Oaktree Funds), Transfer Agent Servicing Agreement (Oaktree Funds)

File Security and Retention; Confidentiality. A. USBFS USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s USBGFS’ security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s USBGFS’ security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Fund Files maintained by USBFS USBGFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s USBGFS’ delivery of the Electronic Services. B. USBFS USBGFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS USBGFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS USBGFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 16 contracts

Sources: Transfer Agent Servicing Agreement (TCW Metropolitan West Funds), Transfer Agent Servicing Agreement (Tidal Trust I), Transfer Agent Servicing Agreement (Tidal Trust I)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s Fund Services’ security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s Fund Services’ security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Fund Files maintained by USBFS Fund Services for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s Fund Services’ delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Appendix A for any reason and upon the TrustFund’s request, USBFS Fund Services shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. This Section 8(B) and Section 8(C) below shall be read with Section 10 of the Agreement in a manner that is most protective of Trust Confidential Information, and this Section 8(B) shall not otherwise limit Fund Services’ obligations under Section 10 of the Agreement. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section 8 with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by the order of a court of governmental agency. Notwithstanding 8(C)(4), Fund Services shall continue to treat any information disclosed under law or by the order of a court or governmental agencyagency as Confidential Information under this Agreement.

Appears in 16 contracts

Sources: Fund Servicing Agreement (360 Funds), Fund Servicing Agreement (Advisor Managed Portfolios), Fund Servicing Agreement (Advisor Managed Portfolios)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Funds’ data bases, files, and other information provided by the Trust Funds and/or the Adviser to USBFS for use with the Electronic User Services, the names of End Users or to End User transaction or account data (collectively, collectively “Trust Files”). USBFS’s security provisions with respect to the Electronic User Services, the Trust’s Funds’ web site(s) ), and the Trust Files will be no less protected protective than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder Funds pursuant to this Agreement shall be available for inspection by the Trust’s Funds’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. Except in the normal course of business and in conformity with federal copyright law and with the Adviser’s consent, USBFS shall not copy, decompile or reverse engineer any software provided to USBFS by the Adviser and/or the Funds. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Funds’ web site(s) site or any software, written materials, or pictorial materials describing or creating the Trust’s Funds’ web site(s)site, including all interface designs or specifications. The Funds grant USBFS a non-exclusive license for the duration of this Agreement to copy the appearance of the Funds’ web site interface for the limited purpose of emulating the look and feel of that web site. Such emulation is solely for the purpose of ensuring seamless integration between the Funds’ web site and the web site on which the User Services and any other applicable Services will be provided. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds’ web site(s)site. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic applicable Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustAdviser’s and/or the Funds’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, collectively the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the TrustFunds’ and/or the Adviser’s request, USBFS shall return to the TrustAdviser and/or the Funds, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunderunder this Agreement, (2) is or becomes publicly available other than as a result of a breach hereofof this Agreement, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 8 contracts

Sources: Master Services Agreement (Buffalo Funds), Master Services Agreement (Buffalo Funds), Master Services Agreement (Buffalo Funds)

File Security and Retention; Confidentiality. A. USBFS USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFSUSBGFS’s security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFSUSBGFS’s security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Company Files maintained by USBFS USBGFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFSUSBGFS’s delivery of the Electronic Services. B. USBFS USBGFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Schedule II for any reason and upon the TrustCompany’s request, USBFS USBGFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, USBFS ▇▇▇▇▇▇ will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 6 contracts

Sources: Transfer Agent Servicing Agreement (Elfun Trusts), Transfer Agent Servicing Agreement (Elfun Income Fund), Transfer Agent Servicing Agreement (Elfun Tax Exempt Income Fund)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Company Files maintained by USBFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustCompany’s request, USBFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 6 contracts

Sources: Transfer Agent Servicing Agreement (IronBridge Funds, Inc.), Transfer Agent Servicing Agreement (Mairs & Power Growth Fund Inc), Transfer Agent Servicing Agreement (Prospector Funds, Inc.)

File Security and Retention; Confidentiality. A. In addition to the requirements of Section 11 of the Agreement, USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s USBFS represents and warrants that its security provisions with respect to the Electronic Services, the Trust’s Trusts’ web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 ActAct and other applicable laws. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Trusts’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Trusts’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Trusts’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. In addition to the requirements of Section 11 of the Agreement, USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s Trusts’ request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 5 contracts

Sources: Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il), Transfer Agent Servicing Agreement (Calamos Investment Trust/Il), Transfer Agent Servicing Agreement (Calamos Antetokounmpo Sustainable Equities Trust)

File Security and Retention; Confidentiality. A. In addition to the requirements of Section 11 of the Agreement, USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. In addition to the requirements of Section 11 of the Agreement, USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s Trusts’ request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 5 contracts

Sources: Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il), Transfer Agent Servicing Agreement (Calamos Investment Trust/Il), Transfer Agent Servicing Agreement (Calamos Antetokounmpo Sustainable Equities Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Companies’ data bases, files, and other information provided by the Trust Companies to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s Companies’ web site(s) and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Company Files maintained by USBFS for the Trust Companies hereunder shall be available for inspection by the Trust’s Companies’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Companies’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Companies’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Companies’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Companies’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C F for any reason and upon the Trust’s Companies’ request, USBFS shall return to the TrustCompanies, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 5 contracts

Sources: Transfer Agency and Call Center Services Agreement (Ge Investments Funds Inc), Transfer Agency and Call Center Services Agreement (Elfun Trusts), Transfer Agency and Call Center Services Agreement (Elfun Tax Exempt Income Fund)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 4 contracts

Sources: Transfer Agent Servicing Agreement (Brookfield Investment Funds), Transfer Agent Servicing Agreement (PENN Capital Funds Trust), Transfer Agent Servicing Agreement (USFS Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARS and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARS and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARS and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 4 contracts

Sources: Transfer Agent Servicing Agreement (DoubleLine Equity Funds), Transfer Agent Servicing Agreement (DoubleLine Equity Funds), Transfer Agent Servicing Agreement (DoubleLine Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the TrustFund’s request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 4 contracts

Sources: Transfer Agent Servicing Agreement (Oaktree Asset-Backed Income Fund Inc.), Transfer Agent Servicing Agreement (Oaktree Asset-Backed Income Private Fund Inc.), Transfer Agent Servicing Agreement (Oaktree Diversified Income Fund Inc.)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s Fund Services’ security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s Fund Services’ security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Fund Files maintained by USBFS Fund Services for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s Fund Services’ delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS Fund Services shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 4 contracts

Sources: Transfer Agent Servicing Agreement (SP Funds Trust), Transfer Agent Servicing Agreement (SP Funds Trust), Transfer Agent Servicing Agreement (North Capital Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 3 contracts

Sources: Transfer Agent Servicing Agreement (Manager Directed Portfolios), Transfer Agent Servicing Agreement (Usa Mutuals), Transfer Agent Servicing Agreement (Brown Advisory Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct and shall be responsible for ensuring that its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was properly known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency, provided that to the extent legally permissible, USBFS promptly informs the trust of any such requirement in a manner reasonably calculated to enable the trust to pursue a protective order or other injunctive relief against such disclosure.

Appears in 3 contracts

Sources: Transfer Agent Servicing Agreement (Equinox Funds Trust), Transfer Agent Servicing Agreement (Brown Advisory Funds), Transfer Agent Servicing Agreement (Horizon Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Company Files maintained by USBFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the TrustCompany’s request, USBFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 3 contracts

Sources: Transfer Agent Servicing Agreement (RBB Fund, Inc.), Transfer Agent Servicing Agreement (Wintergreen Fund, Inc.), Transfer Agent Servicing Agreement (Wintergreen Fund, Inc.)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hourshours to the extent required by applicable laws, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code Act and interface of the Trust’s web site(s)other applicable laws. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency, provided that to the extent reasonably practicable, USBFS will provide the Trust prior notice of disclosure pursuant to (4).

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Oaktree Funds), Transfer Agent Servicing Agreement (Oaktree Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, the “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Series Portfolios Trust), Transfer Agent Servicing Agreement (Series Portfolios Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, INFORMA Services or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (FundX Investment Trust), Transfer Agent Servicing Agreement (FundX Investment Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will shall provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(swebsite(s) and the Trust Files will shall be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will shall be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will shall take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(swebsite(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(swebsite(s), including all interface designs or specifications. USBFS will shall take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(swebsite(s). In addition, USBFS will shall not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBFS relevant to performing the Electronic Services described in this Exhibit D to the Trust. USBFS will shall instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D, for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will shall not have an obligation of confidentiality under this Section with regard to information that that: (1) was known to it prior to disclosure hereunder, ; (2) is or becomes publicly available other than as a result of a breach hereof, ; (3) is disclosed to it by a third party not subject to a duty of confidentiality, ; or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (PRIMECAP Odyssey Funds), Transfer Agent Servicing Agreement (PRIMECAP Odyssey Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s Trusts’ web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Trusts’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Trusts’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Trusts’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s Trusts’ request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il), Transfer Agent Servicing Agreement (Calamos Investment Trust/Il)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic INFORMA Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Westchester Capital Funds), Transfer Agent Servicing Agreement (Merger Fund)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Eagle Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s Trusts’ web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Trusts’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Trusts’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Trusts’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the a Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Eagle Growth & Income Fund), Transfer Agent Servicing Agreement (Eagle Series Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts' data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, "Trust Files"). USBFS’s 's security provisions with respect to the Electronic Services, the Trust’s Trusts' web site(s) and the Trust Files will be no less protected than USBFS’s 's security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts' regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Trusts' web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Trusts' web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Trusts' web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s 's delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts' lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the "Confidential Information"), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s Trusts' request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Calamos Investment Trust/Il), Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct and shall be responsible for ensuring that its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the TrustFund’s request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was properly known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency, provided that to the extent legally permissible, USBFS promptly informs the trust of any such requirement in a manner reasonably calculated to enable the trust to pursue a protective order or other injunctive relief against such disclosure.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Tortoise Tax-Advantaged Social Infrastructure Fund, Inc.), Transfer Agent Servicing Agreement (Tortoise Tax-Advantaged Social Infrastructure Fund, Inc.)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts' data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic FAN Mail Services, the Files included in Appendix 1 to this Exhibit D or the names of End Users or End User transaction or account data (collectively, "Trust Files"). USBFS’s 's security provisions with respect to the Electronic Services, the Trust’s web site(s) FAN Mail Services and the Trust Files will be no less protected than USBFS’s 's security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s Trusts' regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s 's delivery of the Electronic FAN Mail Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts' lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the "Confidential Information"), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s Trusts' request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Calamos Investment Trust/Il), Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s Trusts’ request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il), Transfer Agent Servicing Agreement (Calamos Investment Trust/Il)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data INFORMA Services (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Direxion Funds), Transfer Agent Servicing Agreement (Direxion Insurance Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s Trusts’ web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Trusts’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Trusts’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Trusts’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the Trust’s Trusts’ request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section 8 with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Underlying Funds Trust), Transfer Agent Servicing Agreement (Hatteras Alternative Mutual Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Funds' data bases, files, and other information provided by the Trust Funds to USBFS for use with the Electronic Services, the names of End Users or to End User transaction or account data (collectively, “collectively "Trust Files"). USBFS’s 's security provisions with respect to for the Electronic Services, the Trust’s web site(s) Funds and the Trust Files Funds' End Users will be no less protected protective than USBFS’s 's security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder Funds pursuant to this Agreement shall be available for inspection by the Trust’s Funds' regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. Except in the normal course of business and in conformity with federal copyright law or with the Funds' consent, USBFS shall not copy, decompile or reverse engineer any software provided to USBFS by the Funds. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Funds' web site(s) site or any software, written materials, or pictorial materials describing or creating the Trust’s Funds' web site(s)site, including all interface designs or specifications. The Funds grant USBFS a non-exclusive license for the duration of this Agreement to copy the appearance of the Funds' web site interface for the limited purpose of emulating the look and feel of that web site. Such emulation is solely for the purpose of ensuring seamless integration between the Funds' web site and the web site on which the Services will be provided. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds' web site(s)site. B. USBFS agrees, in accordance with its own policies used to protect its own information of similar confidentiality, to use its best efforts to refrain from and prevent the use or disclosure of any confidential information of the Funds, except when such use or disclosure is for the purpose of providing the Services. In additionWithout limiting the foregoing, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s 's delivery of the Electronic Services. B. C. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Funds' lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, collectively the "Confidential Information"), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the Trust’s Funds' request, USBFS shall return to the TrustFunds, or destroy and certify to the Funds that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. D. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunderunder this Agreement, (2) is or becomes publicly available other than as a result of a breach hereofof this Agreement, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Master Services Agreement (Buffalo Funds), Master Services Agreement (Buffalo Usa Global Fund Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Tortoise Tax-Advantaged Social Infrastructure Fund, Inc.), Transfer Agent Servicing Agreement (Tortoise Tax-Advantaged Social Infrastructure Fund, Inc.)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic INFORMA Services, the Files included in Appendix 1 to this Exhibit D or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (RBC Funds Trust), Transfer Agent Servicing Agreement (Ariel Investment Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by Madison or the Trust Trusts to USBFS for use with the Electronic FAN Mail Services, the Files or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) FAN Mail Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for Madison and the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic FAN Mail Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon Madison or the Trust’s Trusts’ request, USBFS shall return to the TrustMadison, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Madison Mosaic Income Trust), Transfer Agent Servicing Agreement (Madison Mosaic Equity Trust)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s Fund Services’ security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s Fund Services’ security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Fund Files maintained by USBFS Fund Services for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s Fund Services’ delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Appendix A for any reason and upon the TrustFund’s request, USBFS Fund Services shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Fund Servicing Agreement (Kurv ETF Trust), Fund Servicing Agreement (Listed Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (North Square Investments Trust), Transfer Agent Servicing Agreement (Brown Advisory Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by the Trust Trusts to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, the “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s Trusts’ request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Underlying Funds Trust), Transfer Agent Servicing Agreement (Hatteras Alternative Mutual Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Funds’ data bases, files, and other information provided by the Trust Funds to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s Funds’ web site(s) and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Funds hereunder shall be available for inspection by the Trust’s Funds’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Funds’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Funds’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Funds’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s Funds’ request, USBFS shall return to the TrustFunds, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Wilshire Variable Insurance Trust), Transfer Agent Servicing Agreement (Wilshire Mutual Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the each Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data MARSTM (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the each Trust hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the TrustTrusts, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding Nothwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Eagle Growth & Income Fund), Transfer Agent Servicing Agreement (Eagle Series Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Leuthold Funds Inc), Transfer Agent Servicing Agreement (RBB Fund, Inc.)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s USBFS represents and warrants that its security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which that are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that that: (1) was known to it prior to disclosure hereunder, ; (2) is or becomes publicly available other than as a result of a breach hereof, ; (3) is disclosed to it by a third party not subject to a duty of confidentiality, ; or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Stone Ridge Trust), Transfer Agent Servicing Agreement (Stone Ridge Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Trusts’ data bases, files, and other information provided by Madison or the Trust Trusts to USBFS for use with the Electronic FAN Mail Services, the Files or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) FAN Mail Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for Madison and the Trust Trusts hereunder shall be available for inspection by the Trust’s Trusts’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, , B. USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic FAN Mail Services. B. C. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trusts’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon Madison or the Trust’s Trusts’ request, USBFS shall return to the TrustMadison, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Madison Mosaic Government Money Market), Transfer Agent Servicing Agreement (Madison Mosaic Tax-Free Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCorporation’s data bases, files, and other information provided by the Trust Corporation to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Corporation Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustCorporation’s web site(s) and the Trust Corporation Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Corporation Files maintained by USBFS for the Trust Corporation hereunder shall be available for inspection by the TrustCorporation’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustCorporation’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCorporation’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCorporation’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCorporation’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustCorporation’s request, USBFS shall return to the TrustCorporation, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Kinetics Mutual Funds Inc), Transfer Agent Servicing Agreement (Monetta Fund Inc)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s Fund Services’ security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s Fund Services’ security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Fund Files maintained by USBFS Fund Services for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s Fund Services’ delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Appendix A for any reason and upon the TrustFund’s request, USBFS Fund Services shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. This Section 8(B) and Section 8(C)below shall be read with Section 10 of the Agreement in a manner that is most protective of Trust Confidential Information, and this Section 8(B) shall not otherwise limit Fund Services’ obligations under Section 10 of the Agreement. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Fund Servicing Agreement (Roundhill ETF Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data INFORMA Services (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, neither USBFS nor the Trust will not have an obligation of confidentiality under this Section Exhibit D with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Olstein Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS for use with the Electronic MARS and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARS and Data Warehouse Services and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Company Files maintained by USBFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARS and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the TrustCompany’s request, USBFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (TCW Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS for use with the Electronic FAN Mail Services, the Files included in Appendix 1 to this Exhibit E or the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) FAN Mail Services and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Company Files maintained by USBFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic FAN Mail Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C E for any reason and upon the TrustCompany’s request, USBFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Fairholme Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Funds’ data bases, files, and other information provided by the Trust Funds and/or the Adviser to USBFS for use with the Electronic User Services, the names of End Users or to End User transaction or account data (collectively, collectively “Trust Files”). USBFS’s security provisions with respect to the Electronic User Services, the Trust’s Funds’ web site(s) ), and the Trust Files will be no less protected protective than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder Funds pursuant to this Agreement shall be available for inspection by the Trust’s Funds’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. Except in the normal course of business and in conformity with federal copyright law and with the Adviser’s consent, USBFS shall not copy, decompile or reverse engineer any software provided to USBFS by the Adviser and/or the Funds. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Funds’ web site(s) site or any software, written materials, or pictorial materials describing or creating the Trust’s Funds’ web site(s)site, including all interface designs or specifications. The Adviser grants USBFS a non- exclusive license for the duration of this Agreement to copy the appearance of the Funds’ web site interface for the limited purpose of emulating the look and feel of that web site. Such emulation is solely for the purpose of ensuring seamless integration between the Funds’ web site and the web site on which the User Services and any other applicable Services will be provided. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds’ web site(s)site. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic applicable Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustAdviser’s and/or the Funds’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, collectively the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the TrustFunds’ and/or the Adviser’s request, USBFS shall return to the TrustAdviser and/or the Funds, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunderunder this Agreement, (2) is or becomes publicly available other than as a result of a breach hereofof this Agreement, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Master Services Agreement (Buffalo Funds)

File Security and Retention; Confidentiality. A. USBFS FMFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s 's data bases, files, and other information provided by the Trust to USBFS FMFS for use with the Electronic Services, the names of End Users or to End User transaction or account data (collectively, “collectively "Trust Files"). USBFS’s FMFS's security provisions with respect to the Electronic Services, the for Trust and Trust’s web site(s) and the Trust Files 's End Users will be no less protected protective than USBFS’s FMFS's security provisions with respect to its own proprietary information. USBFS FMFS agrees that any and all Trust Files maintained by USBFS FMFS for the Trust hereunder pursuant to this Agreement shall be available for inspection by the Trust’s 's regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, FMFS and will be maintained and retained in accordance with applicable requirements of the 1940 ActInvestment Company Act of 1940. USBFS Except in the normal course of business and in conformity with Federal copyright law or with Trust's consent, FMFS shall not copy, decompile or reverse engineer any software provided to FMFS by Trust. FMFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s 's web site(s) site or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s)'s website, including all interface designs or specifications. USBFS The Trust grants FMFS a non-exclusive license for the duration of this Agreement to copy the appearance of the Trust's web site interface for the limited purpose of emulating the look and feel of that website for use in connection with the services. Such emulation is solely for the purpose of ensuring seamless integration between the Trust's web site and the website on which the Services will be provided. FMFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of Trust's website. B. FMFS agrees, in accordance with its own policies used to protect its own information of similar confidentiality, to use its best efforts to refrain from and prevent the use or disclosure of any confidential information of the Trust’s web site(s), except when such use or disclosure is for the purpose of providing the Services. In additionWithout limiting the foregoing, USBFS FMFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s FMFS's delivery of the Electronic Services. B. USBFS . FMFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Trust lists, Trust information, trade secrets, processes, proprietary data, information or documentation of Trust (collectively, collectively the "Confidential Information"), in any form, to any person other than agents, employees or consultants of USBFSFMFS. USBFS FMFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS FMFS uses with respect to its own confidential property and trade secrets. Upon the termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the Trust’s 's request, USBFS FMFS shall return to the Trust, or destroy and certify to Trust that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS . FMFS will not have an obligation of confidentiality under this Section Paragraph 6.B with regard to information that (1) was known to it prior to disclosure hereunderunder this Agreement, (2) is or becomes publicly available generally known to the public other than as a result of a breach hereofof this Agreement, (3) is disclosed to it by a third party not subject to a duty of confidentiality, confidentiality or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Internet Access Agreement (Calamos Investment Trust/Il)

File Security and Retention; Confidentiality. A. USBFS USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFSUSBGFS’s security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFSUSBGFS’s security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Company Files maintained by USBFS USBGFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFSUSBGFS’s delivery of the Electronic Services. B. USBFS USBGFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Schedule II for any reason and upon the TrustCompany’s request, USBFS USBGFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS USBGFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (State Street Variable Insurance Series Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Usa Mutuals)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, INFORMA Services or the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Torray Fund)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic INFORMA Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (FBR Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, INFORMA Services or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Ariel Investment Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic INFORMA Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency, provided that to the extent permitted by law, USBFS shall provide the Trust notice prior to such disclosure.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Permanent Portfolio Family of Funds)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFSFund Services’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFSFund Services’s security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Fund Files maintained by USBFS Fund Services for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFSFund Services’s delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS Fund Services shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Monetta Trust)

File Security and Retention; Confidentiality. A. USBFS a. USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s USBGFS’ security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s USBGFS’ security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Fund Files maintained by USBFS USBGFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s USBGFS’ delivery of the Electronic Services. B. USBFS b. USBGFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS USBGFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. c. Notwithstanding the above, USBFS USBGFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Intrepid Capital Management Funds Trust)

File Security and Retention; Confidentiality. A. USBFS USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Funds’ data bases, files, and other information provided by the Trust Fund to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s USBGFS’ security provisions with respect to the Electronic Services, the Trust’s Funds’ web site(s) and the Trust Fund Files will be no less protected than USBFS’s USBGFS’ security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Fund Files maintained by USBFS USBGFS for the Trust Funds hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 ActAct and other applicable law. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Funds’ web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Funds’ web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds’ web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s USBGFS’ delivery of the Electronic Services. B. USBFS USBGFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Funds’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS who have a need to access the Confidential Information to perform services for the Trust or a Fund hereunder. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trusta Fund’s request, USBFS USBGFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS USBGFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (DoubleLine Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s or the Portfolio’s data bases, files, and other information provided by the Trust Fund or the Portfolio to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust hereunder shall be available for inspection by the TrustFund’s, the Portfolio’s or User’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions Investment Company Act of 1940, as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s)amended. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Serviceswhatsoever. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s or the Portfolio’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s or the Portfolio’s request, USBFS shall return to the TrustFund or the Portfolio, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it through legal means prior to disclosure hereunder, hereunder (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Kinetics Mutual Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic FAN Mail Services, the Files included in Appendix 1 to this Exhibit D or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) FAN Mail Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic FAN Mail Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Wexford Trust/Pa)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Adviser’s or the Trust’s data bases, files, and other information provided by the Adviser or the Trust to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Adviser’s, the Trust’s or User’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions Investment Company Act of 1940, as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s)amended. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Adviser’s or the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C E for any reason and upon the Adviser’s or the Trust’s request, USBFS shall return to the Adviser or the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it through legal means prior to disclosure hereunder, hereunder (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Aip Alternative Strategies Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCorporation’s data bases, files, and other information provided by the Trust Corporation to USBFS for use with the Electronic Total Services, the names of End Users or End User transaction or account data (collectively, “Trust Corporation Files”). USBFS’s security provisions with respect to the Electronic Total Services, the TrustCorporation’s web site(s) and the Trust Corporation Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Corporation Files maintained by USBFS for the Trust Corporation hereunder shall be available for inspection by the TrustCorporation’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustCorporation’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCorporation’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCorporation’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Total Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCorporation’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustCorporation’s request, USBFS shall return to the TrustCorporation, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party entitled to disclose such information and not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Thompson Im Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Barrett Opportunity Fund, Inc.)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic INFORMA Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Permanent Portfolio Family of Funds)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s Fund Services security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s Fund Services security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Files maintained by USBFS Fund Services for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s Fund Services delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS Fund Services shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Hotchkis & Wiley Funds /De/)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User users’ transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Torray Fund)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s or the Portfolio’s data bases, files, and other information provided by the Trust Fund or the Portfolio to USBFS for use with the Electronic FAN Mail Services, the Files included in Appendix 1 to this Exhibit D or the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) FAN Mail Services and the Trust Fund Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Fund Files maintained by USBFS for the Trust hereunder shall be available for inspection by the TrustFund’s, the Portfolio’s or User’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions Investment Company Act of 1940, as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s)amended. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Serviceswhatsoever. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s or the Portfolio’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the TrustFund’s or the Portfolio’s request, USBFS shall return to the TrustFund or the Portfolio, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Kinetics Mutual Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, INFORMA Services or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) INFORMA Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic INFORMA Services.. 2017 10 B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C E for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Mairs & Power Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Funds’ web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds’ web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Funds’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trusta Fund’s request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Trust for Credit Unions)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, Services or the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (FundX Investment Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s 's security provisions with respect to the Electronic Services, the Trust’s Fund's web site(s) and the Trust Files will be no less protected than USBFS’s 's security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s Fund's web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s 's delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s Fund's lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s Fund's request, USBFS shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Allied Asset Advisors Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCorporation’s data bases, files, and other information provided by the Trust Corporation to USBFS for use with the Electronic MARS and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Corporation Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Corporation Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Corporation Files maintained by USBFS for the Trust Corporation hereunder shall be available for inspection by the TrustCorporation’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCorporation’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the TrustCorporation’s request, USBFS shall return to the TrustCorporation, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Kinetics Mutual Funds Inc)

File Security and Retention; Confidentiality. A. USBFS USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s USBGFS’ security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFS’s USBGFS’ security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Company Files maintained by USBFS USBGFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s USBGFS’ delivery of the Electronic Services. B. USBFS USBGFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustCompany’s request, USBFS USBGFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, USBFS ▇▇▇▇▇▇ will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Jensen Quality Growth Fund Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCorporation’s data bases, files, and other information provided by the Trust Corporation to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Corporation Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustCorporation’s web site(s) and the Trust Corporation Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Corporation Files maintained by USBFS for the Trust Corporation hereunder shall be available for inspection by the TrustCorporation’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustCorporation’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCorporation’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCorporation’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCorporation’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustCorporation’s request, USBFS shall return to the TrustCorporation, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party entitled to disclose such information and not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Thompson Im Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data MARSTM and Data Warehouse Services (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, neither USBFS nor the Trust will not have an obligation of confidentiality under this Section Exhibit C with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Olstein Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s Funds’ data bases, files, and other information provided by the Trust Funds and/or the Adviser to USBFS for use with the Electronic User Services, the names of End Users or to End User transaction or account data (collectively, collectively “Trust Files”). USBFS’s security provisions with respect to the Electronic User Services, the Trust’s Funds’ web site(s) ), and the Trust Files will be no less protected protective than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder Funds pursuant to this Agreement shall be available for inspection by the Trust’s Funds’ regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. Except in the normal course of business and in conformity with federal copyright law and with the Adviser’s consent, USBFS shall not copy, decompile or reverse engineer any software provided to USBFS by the Adviser and/or the Funds. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s Funds’ web site(s) site or any software, written materials, or pictorial materials describing or creating the Trust’s Funds’ web site(s)site, including all interface designs or specifications. The Adviser grants USBFS a non-exclusive license for the duration of this Agreement to copy the appearance of the Funds’ web site interface for the limited purpose of emulating the look and feel of that web site. Such emulation is solely for the purpose of ensuring seamless integration between the Funds’ web site and the web site on which the User Services and any other applicable Services will be provided. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s Funds’ web site(s)site. In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic applicable Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustAdviser’s and/or the Funds’ lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, collectively the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the TrustFunds’ and/or the Adviser’s request, USBFS shall return to the TrustAdviser and/or the Funds, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunderunder this Agreement, (2) is or becomes publicly available other than as a result of a breach hereofof this Agreement, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Master Services Agreement (Buffalo Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Company Files maintained by USBFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the TrustCompany’s request, USBFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Fairholme Funds Inc)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct and shall be responsible for ensuring that its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Agreement for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possessionpossession except where such destruction or erasure may be prohibited by law. Any such above described information that is not returned or erased shall remain subject to the confidentiality obligations set forth in this agreement and the recordkeeping rules of Section 31 of the 1940 Act and the rules thereunder. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was properly known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency, provided that to the extent legally permissible, USBFS promptly informs the trust of any such requirement in a manner reasonably calculated to enable the trust to pursue a protective order or other injunctive relief against such disclosure.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (FQF Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS for use with the Electronic MARS and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARS and Data Warehouse Services and the Trust Company Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust 6 Company Files maintained by USBFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARS and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C E for any reason and upon the TrustCompany’s request, USBFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Hennessy Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s 's data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARS and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, "Trust Files"). USBFS’s ' security provisions with respect to the Electronic Services, the Trust’s web site(s) MARS and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s ' security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s 's regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s ' delivery of the Electronic MARS and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s 's lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the "Confidential Information"), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s 's request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Genworth Variable Insurance Trust)

File Security and Retention; Confidentiality. A. USBFS Fund Services and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustFund’s data bases, files, and other information provided by the Trust Fund to USBFS Fund Services for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Fund Files”). USBFSFund Services’s security provisions with respect to the Electronic Services, the TrustFund’s web site(s) and the Trust Fund Files will be no less protected than USBFSFund Services’s security provisions with respect to its own proprietary information. USBFS Fund Services agrees that any and all Trust Fund Files maintained by USBFS Fund Services for the Trust Fund hereunder shall be available for inspection by the TrustFund’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSFund Services, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS Fund Services will take such actions as are necessary to protect the intellectual property contained within the TrustFund’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustFund’s web site(s), including all interface designs or specifications. USBFS Fund Services will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustFund’s web site(s). In addition, USBFS Fund Services will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s Fund Services’ delivery of the Electronic Services. B. USBFS Fund Services shall treat as confidential and not disclose or otherwise make available any of the TrustFund’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSFund Services. USBFS Fund Services will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS Fund Services uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the TrustFund’s request, USBFS Fund Services shall return to the TrustFund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS Fund Services will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Services Agreement (Mairs & Power Funds Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s 's data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, "Trust Files"). USBFS’s ' security provisions with respect to the Electronic Services, the Trust’s 's web site(s) and the Trust Files will be no less protected than USBFS’s ' security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s 's regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s 's web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s 's web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s 's web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s ' delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s 's lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the "Confidential Information"), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s 's request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Genworth Variable Insurance Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARSTM and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARSTM and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARSTM and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Stone Ridge Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C B for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agencyagency with appropriate jurisdiction after prior notification to and approval by the Trust.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Us Global Investors Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Total Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Total Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Total Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Equinox Funds Trust)

File Security and Retention; Confidentiality. A. USBFS USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the TrustCompany’s data bases, files, and other information provided by the Trust Company to USBFS USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Company Files”). USBFSUSBGFS’s security provisions with respect to the Electronic Services, the TrustCompany’s web site(s) and the Trust Company Files will be no less protected than USBFSUSBGFS’s security provisions with respect to its own proprietary information. USBFS USBGFS agrees that any and all Trust Company Files maintained by USBFS USBGFS for the Trust Company hereunder shall be available for inspection by the TrustCompany’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFSUSBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS USBGFS will take such actions as are necessary to protect the intellectual property contained within the TrustCompany’s web site(s) or any software, written materials, or pictorial materials describing or creating the TrustCompany’s web site(s), including all interface designs or specifications. USBFS USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the TrustCompany’s web site(s). In addition, USBFS USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFSUSBGFS’s delivery of the Electronic Services.. Information Classification: Limited Access 38 B. USBFS USBGFS shall treat as confidential and not disclose or otherwise make available any of the TrustCompany’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFSUSBGFS. USBFS USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C Schedule II for any reason and upon the TrustCompany’s request, USBFS USBGFS shall return to the TrustCompany, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS USBGFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (State Street Institutional Funds)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic MARS and Data Warehouse Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) MARS and Data Warehouse Services and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic MARS and Data Warehouse Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C D for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (Brandes Investment Trust)

File Security and Retention; Confidentiality. A. USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the Electronic Services, the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Trust’s web site(s) or any software, written materials, or pictorial materials describing or creating the Trust’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Trust’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. B. USBFS shall treat as confidential and not disclose or otherwise make available any of the Trust’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Trust’s request, USBFS shall return to the Trust, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possessionpossession and except where such destruction or erasure may be prohibited by law. Any such above described information that is not returned or erased shall remain subject to the confidentiality obligations set forth in this agreement and the recordkeeping rules of Section 31 of the 1940 Act and the rules thereunder. C. Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (FQF Trust)