Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
Standard of Services Deswik will: (a) provide the Services honestly and diligently at a professional standard of skill, care and diligence appropriate for an expert in its field and in accordance with all relevant professional standards; (b) comply with all applicable laws and regulations and all permits, licenses, authorizations and accreditations applying to Deswik or the Services; (c) take steps to ensure that only Deswik personnel who need to Access the Customer's System to undertake the Services have Access to the System; (d) maintain the confidentiality of the Customer's Confidential Information in accordance with clause 9; and (e) comply with all lawful directions given by the Customer in respect to Access.
Specialized Skills Each certificated support person demonstrates in his/her performance a competent level of skill and knowledge in designing and conducting specialized programs of prevention, instruction, remediation and evaluation.