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By clicking on “Accept” or otherwise accessing the Holdings Information, you are deemed to have read, understood, accepted and agreed to be bound by this Agreement.
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You may find on this Website, a partial listing of all portfolio securities including but not limited to top contributors and detractors to portfolio performance owned by one or more Funds and any such additional information relating to the Fund(s) that may not otherwise be publicly disseminated. Such listing of portfolio securities and any other non-public information is herein referred to as “Holdings Information”.
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You undertake to keep the Holdings Information strictly confidential, regardless of the Holdings Information form or whether the Holdings Information is marked or identified as proprietary or confidential. You also agree not to disclose or disseminate the Holdings Information to any third party and to treat the Holdings Information as nonpublic and proprietary, and you further acknowledge that the Holdings Information constitutes a valuable asset of FTI, the Funds and Fund shareholders. You recognize that adverse consequences may result for Fund shareholders if the Holdings Information is used for inappropriate trading purposes. In addition, FTI may reasonably request that you make available to FTI all research produced on the Funds.
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You will not :
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Purchase or sell any portfolio securities listed in the Holdings Information on the basis of any information contained in Holdings Information;
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Trade against the Funds or knowingly engage in any trading practices that are adverse to FTI or the Funds on the basis of the Holdings Information; and
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Trade in shares of any U.S. registered investment company sponsored by FTI that is substantially similar to the Fund.
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You will use your best efforts to take all appropriate action and otherwise satisfy your obligations under this Agreement and to prevent the misuse of the Holdings Information. You will immediately notify FTI if you learn of any use of the Holdings Information by any employees, agents or clients that would otherwise violate this Agreement. You acknowledges that damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights or remedies, you acknowledges that FTI or any Fund or F-T Fund to which the Holdings Information pertains shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement.
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You shall not be bound by the provisions of confidentiality contained in this Agreement if such Holdings Information i) is or becomes publicly known through no act or omission of the Financial Institution, its employees, agents or subcontractors; ii) is lawfully disclosed to you by a third party without restriction and without any obligation of confidentiality; iii) is required to be disclosed by any Governmental body, regulatory body (including without limitation any relevant securities exchange) or court of competent jurisdiction or otherwise pursuant to any statutory or regulatory obligation.
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The Agreement shall remain in effect for so long as you access the Holdings Information from FTI. FT may terminate this Agreement upon 30 days prior notice to you or immediately if this Agreement conflicts with any laws, rules or relevant regulatory interpretations. Upon termination, you shall continue to take reasonable measures to prevent the disclosure or dissemination of the Holdings Information. You acknowledge that the Holdings Information may be utilized for damaging purposes, such as duplicating FTI’s proprietary investment and trading strategies, techniques and methodologies. As a result, your nondisclosure obligations and the prohibition on your dissemination of the Holdings Information to any third party shall survive this Agreement’s termination. To the extent of any conflict between this Agreement and any other agreement between you and FTI, then this Agreement shall be deemed to constitute an amendment to such other agreement.
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Unless otherwise agreed in writing signed by both parties authorized representatives, you will not be paid for your receipt and maintenance of the confidentiality of the Holdings Information, or for your effort in providing any proposals, reports, analyses or bids, whether in response to Franklin’s request(s) for proposal or otherwise.
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This Agreement may not be assigned by you, and you may not delegate its duties hereunder, without the prior written consent of FTI. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and assigns. Nothing contained in this Agreement shall be construed as creating any obligation or any expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party.
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Nothing contained in this Agreement shall be construed as creating any obligation or expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party.
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Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the parties, it being understood that the parties are independent contractors vis-à-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.
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YOU SHALL INDEMNIFY AND HOLD ANY AND ALL FTI, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS AGAINST ANY AND ALL COSTS, EXPENSES, LOSSES, LIABILITIES, OBLIGATIONS, DAMAGES, PENALTIES TO WHICH ANY SUCH PARTY MAY BECOME SUBJECT INCLUDING REASONABLE LEGAL AND OTHER SUCH PROFESSIONAL FEES INCURRED IN INVESTIGATING AND DEFENDING OR APPEALING PENDING OR THREATENNED CLAIMS, ACTIONS, SUITS, PROCEEDINGS, ARBITRATIONS, AMOUNTS PAID IN SETTLEMENT THEREOF (COLLECTIVELY “EXPENSES”) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT SAVE WHERE SUCH EXPENSES RESULTED DIRECTLY FROM OUR GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT.
