Requests to Transfer Information to Third Parties Clause Samples
The "Requests to Transfer Information to Third Parties" clause governs how and under what circumstances a party may request that confidential or proprietary information be shared with external entities. Typically, this clause outlines the process for making such requests, including any required approvals, documentation, or assurances that the third party will protect the information appropriately. Its core function is to control and safeguard the dissemination of sensitive information, ensuring that transfers to third parties occur only with proper oversight and in compliance with agreed-upon standards.
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Requests to Transfer Information to Third Parties. In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.
Requests to Transfer Information to Third Parties. In the event that a Fund, whether pursuant to Written Instructions or otherwise, requests or instructs DTI to send, deliver, mail, transmit or otherwise transfer to a Third Party (as defined below) or to make available to a Third Party for retrieval from within the BNYM System, information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund ("Protected Information"): DTI may decline to provide the information requested on the terms contained in the request, due to the requirements of Regulation S-P of the SEC, due to technical specifications or other requirements of the requested transfer that cannot be supported or for another Bona Fide Reason, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and DTI will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event DTI so agrees in writing to transfer information or make it available within the BNYM System: The Fund shall pay a reasonable fee for such activities, if it has agreed to such fee in advance, upon being invoiced for same by DTI; DTI shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, provided DTI does not commit Breach Conduct when executing the express instructions of the written information transfer request; and DTI shall be entitled to the indemnification provided for at Section 12 in connection with the activities contemplated by any such written information transfer request. "Third Party" means a person which is not (i) a contractor or subcontractor of DTI, (ii) the DTCC, NSCC or other SEC-registered clearing corporation, (iii) the person about whom the Protected Information relates, and (iv) a person who in the ordinary course of the Fund's business receives Protected Information, is subject to the jurisdiction of the SEC or Board of Governors of the Federal Reserve System and is required by federal law to maintain the confidentiality and privacy of the Protected Information being transmitted to or retrieved by it.
Requests to Transfer Information to Third Parties. In the event that the Company or a Fund, whether pursuant to Written Instructions or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the Confidential And Proprietary Execution Version DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund: BNYM may decline to provide the information requested on the terms contained in the request, but will in good faith discuss the request and attempt to accommodate the Company or the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Company shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, provided BNYM has acted in accordance with its Standard of Care in executing the express instructions of the written information transfer request; and BNYM shall be entitled to the indemnification provided for at Section 12 in connection with the activities contemplated by any such written information transfer request.
Requests to Transfer Information to Third Parties. In the event that Phoenix requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party, or to make available to a third party for retrieval from within the BNYM System, any information in the BNYM System (as defined below) that is owned by Phoenix: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory issues, confidentiality or privacy restrictions, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate Phoenix with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: Phoenix shall pay a fee for such activities determined by BNYM to be commercially reasonable upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be;
Requests to Transfer Information to Third Parties. In the event that the Fund, whether pursuant to Written Instructions or otherwise, requests or instructs PNC to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of PNC and which is not the DTCC, NSCC or other SEC-registered clearing corporation information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund: PNC may decline to provide the information requested on the terms contained in the request, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and PNC will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event PNC so agrees in writing to transfer information: the Fund shall pay a reasonable fee for such service upon being invoiced for same by PNC; PNC shall have no liability or duty with respect to such information after it releases the information, provided PNC has acted in accordance with its Standard of Care in executing the express instructions of the written information transfer request; and PNC shall be entitled to the indemnification provided for at Section 12(a) above in connection with the activities contemplated by any such written information transfer request.
Requests to Transfer Information to Third Parties. (1) In the event that the Fund, whether pursuant to Written Instructions or otherwise, requests or instructs PNC to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of PNC and which is not the DTCC, NSCC or other SEC-registered clearing corporation information which constitutes Confidential Information of the Fund or non-public personal information of current or former investors in the Fund: PNC may decline to provide the information requested on the terms contained in the request, subject to exception for the PTA Transmission (as defined below) as set forth in subsection (2), but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and PNC will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event PNC so agrees in writing to transfer information: the Fund shall pay a reasonable fee for such service upon being invoiced for same by PNC, subject to exception for the PTA Transmission as set forth in subsection (2); PNC shall have no liability or duty with respect to such information after it releases the information, provided PNC has acted in accordance with its Standard of Care in executing the express instructions of the written information transfer request (including the request relating to the PTA Transmission); and PNC shall be entitled to the indemnification provided for at Section 12(a) above in connection with the activities contemplated by any such written information transfer request (including the request relating to the PTA Transmission).
(2) PNC agrees without charge to the Fund to provide the services related to the PTA Transmission, as such services are constituted in nature and scope on the Effective Date, until the earlier to occur of (i) the date which is the third (3rd) anniversary of the Effective Date, or (ii) the date of any termination of this Agreement (in either case, the “PTA Termination Date”).