08-22-22 CC Packet - Laserfiche WebLink

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19. Confidentiality. a. VIAS agrees that all information and data relating to the Client, is the property of the Client and proprietary information of the Client and shall be treated as confidential information ("Client Confidential Information"). Client Confidential Information shall also include any other information disclosed by one party to the other in writing and marked “Confidential” or disclosed visually or orally and subsequently confirmed in writing to be confidential. VIAS agrees to comply with applicable privacy laws and to exercise at least the same standard of care in safeguarding the Client Confidential Information as it uses to protect the confidential information of its other clients and, in any event, no less than a reasonable degree of care. b. VIAS shall not share, transfer, disclose, or otherwise provide access to any Client Confidential Information to any third party, except as set forth below, unless Client has authorized VIAS to do so. VIAS may use, share, transfer, disclose, or provide access to Client Confidential Information as follows: (i) To VIAS employees who have a business need for access to Client Confidential Information in order to perform their job functions; VIAS shall provide training to its employees with respect to their obligation to safeguard and keep confidential any nonpublic information, including Client Confidential Information, they may obtain in the course of their employment, and shall require its employees to sign an undertaking to comply with this obligation; (ii) To VIAS affiliates, to the extent permitted by law; and to VIAS’s attorneys, accountants, professional advisors, independent contractors, consultants, and agents, who (A) have a business need for access to Client Confidential Information and (B) are subject to fiduciary, professional, or written confidentiality obligations substantially similar to those imposed on VIAS under this Agreement; (iii) To other third parties, not referenced in subsection (b)(ii) above, upon each such third party’s written agreement to confidentiality obligations with respect to Client Confidential Information that are substantially similar to those imposed upon VIAS under this Agreement; and (iv) As required by applicable law, regulation, or order of a court or regulatory agency or other authority having jurisdiction. Notwithstanding the foregoing, third party written agreements described in (b)(iii) above shall not be required for disclosure of Client Confidential Information to government authorities, regulatory agencies, self-regulatory organizations with appropriate jurisdiction, provided, that in connection with any such disclosure, VIAS shall seek to limit the scope of the disclosure and provide only the Client Confidential Information necessary to respond to or comply with the disclosure request, in each case insofar as reasonably possible under the circumstances. 20. Communications between Parties. Client will designate an agent that will communicate requests to process purchases, redemptions, and other transactions (e.g., changes to the Portfolio's investment strategy) in the Portfolio. Client’s agent may communicate such requests to VIAS either by providing written instructions to VIAS at the address provided on the signature page of this Agreement or other such address as VIAS may designate in writing, or via email by sending communications to the following Vanguard email address: VIAS-IA@vanguard.com. VIAS will not be held liable for correspondence relating to such requests that is not directed to VIAS' physical mailing address or to VIAS-IA@vanguard.com. 21. Modifications, Additions, or Changes to Agreement. This Agreement represents the sole agreement with respect to the Portfolio between VIAS and Client. Any modifications, additions, or changes thereto must be in writing and agreed upon by all parties to this Agreement. Any and all 6