EXHIBIT g.(ii)
REMOTE ACCESS SERVICES ADDENDUM
TO CUSTODIAN CONTRACT
REMOTE ACCESS SERVICES ADDENDUM
To Custody Agreement dated May 1, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ has developed proprietary accounting and other systems, and
has acquired licenses for other such systems, which it utilizes in conjunction
with the services we provide to you (the "Systems"). In this regard, we maintain
certain information in databases under our control and ownership that we make
available on a remote basis to our customers (the "Remote Access Services").
The Services. This agreement shall govern use of all Systems that State
Street may from time to time agree to provide you, the Customer, and your
designated investment advisors, consultants or other third parties authorized by
State Street who agree to abide by the terms of this Agreement ("Authorized
Designees") in order to provide Remote Access Services for the purpose of
obtaining and analyzing reports and information.
Security Procedures. You agree to comply, and to cause your Authorized
Designees to comply, with remote access operating standards and procedures and
with user identification or other password control requirements and other
security procedures as may be issued from time to time by State Street for use
of the Systems and access to the Remote Access Services. You agree to advise
State Street immediately in the event that you learn or have reason to believe
that any person to whom you have given access to the Systems or the Remote
Access Services has violated or intends to violate the terms of this Agreement
and you will cooperate with State Street in seeking injunctive or other
equitable relief. You agree to discontinue use of the Systems and Remote Access
Services, if requested, for any security reasons cited by State Street.
Fees. Fees and charges (if any) for the use of the Systems and the
Remote Access Services and related payment terms shall be as set forth in the
fee schedule in effect from time to time between the parties (the "Fee
Schedule"). You shall be responsible for any tariffs, duties or taxes imposed or
levied by any government or governmental agency by reason of the transactions
contemplated by this Agreement, including, without limitation, federal, state
and local taxes, use, value added and personal property taxes (other than
income, franchise or similar taxes which may be imposed or assessed against
State Street). Any claimed exemption from such tariffs, duties or taxes shall be
supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief. The Systems and Remote Access
Services and the databases, computer programs, screen formats, report formats,
interactive design techniques, formulae, processes, systems, software, know-how,
algorithms, programs, training aids, printed materials, methods, books, records,
files, documentation and other information made available to you by State Street
as part of the Remote Access Services and through the use of the Systems and all
copyrights, patents, trade secrets and other proprietary rights of State Street
and its relevant licensors related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors, as applicable
(the "Proprietary Information"). You agree on behalf of yourself and your
Authorized Designees to keep the Proprietary Information confidential and to
limit access to your employees and Authorized Designees (under a similar duty of
confidentiality) who require access to the Systems for the purposes
intended. The foregoing shall not apply to Proprietary Information in the public
domain or required by law to be made public.
You agree to use the Remote Access Services only in connection with the
proper purposes of this Agreement. You will not, and will cause your employees
and Authorized Designees not to, (i) permit any third party to use the Systems
or the Remote Access Services, (ii) sell, rent, license or otherwise use the
Systems or the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly authorized under this Agreement, (iii)
use the Systems or the Remote Access Services for any fund, trust or other
investment vehicle without the prior written consent of State Street, or (iv)
allow or cause any information transmitted from State Street's databases,
including data from third party sources, available through use of the Systems or
the Remote Access Services, to be redistributed or retransmitted for other than
use for or on behalf of yourself, as our Customer.
You agree that neither you nor your Authorized Designees will modify the
Systems in any way, enhance or otherwise create derivative works based upon the
Systems, nor will you or your Authorized Designees reverse engineer, decompile
or otherwise attempt to secure the source code for all or any part of the
Systems.
You acknowledge that the disclosure of any Proprietary Information, or
of any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury inadequately compensable
in damages at law, and that State Street and its licensor, if applicable, shall
be entitled to obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any other
legal remedies which may be available.
Limited Warranties. State Street represents and warrants that it has the
right to grant access to the Systems and to provide the Remote Access Services
contemplated herein. Because of the nature of computer information technology,
including but not limited to the use of the Internet, and the necessity of
relying upon third-party sources, and data and pricing information obtained from
third parties, the Systems and Remote Access Services are provided "AS IS", and
you and your Authorized Designees shall be solely responsible for the investment
decisions, results obtained, regulatory reports and statements produced using
the Remote Access Services. State Street and its relevant licensors will not be
liable to you or your Authorized Designees for any direct or indirect, special,
incidental, punitive or consequential damages arising out of or in any way
connected with the Systems or the Remote Access Services, nor shall either party
be responsible for delays or nonperformance under this Agreement arising out of
any cause or event beyond such party's control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR ITSELF AND ITS
RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE
SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
Infringement. State Street will defend or, at our option, settle any
claim or action brought against you to the extent that it is based upon an
assertion that access to any proprietary System developed and owned by State
Street or use of the Remote Access Services through
any such proprietary System by you under this Agreement constitutes direct
infringement of any United States patent or copyright or misappropriation of a
trade secret, provided that you notify State Street promptly in writing of any
such claim or proceeding and cooperate with State Street in the defense of such
claim or proceeding. Should any such proprietary System or the Remote Access
Services accessed thereby or any part thereof become, or in State Street's
opinion be likely to become, the subject of a claim of infringement or the like
under the patent or copyright or trade secret laws of the United States, State
Street shall have the right, at State Street's sole option, to (i) procure for
you the right to continue using such System or Remote Access Services, (ii)
replace or modify such System or Remote Access Services so that the System or
the Remote Access Services becomes noninfringing, or (iii) terminate this
Agreement without further obligation.
Termination. Either party may terminate this Agreement (i) for any
reason by giving the other party at least one-hundred and eighty (180) days'
prior written notice in the case of notice of termination by State Street to you
or thirty (30) days' notice in the case of notice from you to State Street of
termination, or (ii) immediately for failure of the other party to comply with
any material term and condition of the Agreement by giving the other party
written notice of termination. This Agreement shall in any event terminate
within ninety (90) days after the termination of any State Street custodian,
accounting or other services agreement applicable to you. In the event of
termination, you will return to State Street all copies of documentation and
other confidential information in your possession or in the possession of your
Authorized Designees. The foregoing provisions with respect to confidentiality
and infringement will survive termination for a period of three (3) years.
Miscellaneous. Except as provided in the next sentence, this Agreement
constitutes our entire understanding with respect to access to the Systems and
the Remote Access Services. If any State Street custody, accounting or other
services agreement with you contains terms and conditions relating to computer
systems or data access, this Agreement shall constitute an amendment and
supplement to them, and in the event of any inconsistency the provisions
providing the greatest benefit to State Street shall control. This Agreement
cannot be modified or altered except in a writing duly executed by both of us
and shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
CONFIRMED AND AGREED:
HARTFORD HLS SERIES FUND II, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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Date: May 1, 2002
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