premise: NON-DISCLOSURE AGREEMENT
  This Agreement (“Agreement”) dated as of __________, is between ________________ (“Borrower”) and ____________________ (“Lending Agent”), acting in its capacity as agent for its various securities lending clients (each a “Principal”).
  WHEREAS, Borrower and Lending Agent are parties to a securities lending agreement dated ________ (which, as the same may be amended from time to time, is herein referred to as “Borrowing Agreement”) pursuant to which Lending Agent loans securities to Borrower on behalf of Principals;
  WHEREAS, the Borrower is required to obtain certain information (specified below) in order to meet certain regulatory requirements with respect to its credit and risk management processes regarding its continuing business relationship with Principals, and for certain financial reporting calculations; and
  WHEREAS, in order for Lending Agent to provide such information, Lending Agent requires, and Borrower is willing to provide assurances that such information will be held in confidence by the credit, risk management and financial reporting areas of the firm, and to use the information only as set forth herein.
  NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:
  1. In connection with any transaction entered or contemplated to be entered pursuant to the Borrowing Agreement, Lending Agent shall provide to the Borrower information regarding each Principal, including the Name, Tax or Government ID, address, and other specific identifying information, financial information, corporate structure and organization, and/or information concerning Loans entered into on behalf of specific Principals (collectively, the “Information”).
  2. Borrower shall use the Information solely in its credit, risk management and net capital processes, including, without limitation, functions such as concentration limit monitoring, compliance or legal review, or senior management oversight as Borrower may reasonably deem necessary to comply with regulatory requirements including, without limitation, regulatory capital computation, regulatory reporting and concentration limit monitoring.
  3. Borrower shall limit the distribution of the Information within the firm to only those credit, risk management, regulatory reporting and compliance areas who perform the functions described above. In particular, Borrower shall not permit the trading desks within the firm to have access to the Information, except and only to the extent that such trading desks are involved in the ordinary course of business in risk management functions. Borrower may also disclose the Information to its legal counsel.
  4. Borrower shall maintain the Information in confidence and shall not disclose the information to any third party without the consent of Lending Agent; provided, however, that Borrower may disclose the Information to the extent required by subpoena, court order, request from a regulatory body with jurisdiction over Borrower, or as otherwise required by law or regulation. Borrower shall not be required to keep the Information confidential to the extent that the Information (a) becomes publicly known through means other than a breach of this Agreement by Borrower; (b) was in the possession of Borrower prior to receipt thereof from the Lending Agent; or (c) is independently learned, obtained or developed by Borrower without violating the terms of this Agreement.
  5. If Borrower (or its employees or agents) breaches or threatens to breach this Agreement, Lending Agent may, in addition to any other remedies available, seek any equitable remedy it deems appropriate to enjoin an actual or threatened violation by Borrower.
  6. Borrower acknowledges that, except with respect to information regarding loans entered into on behalf of specific Principals, Lending Agent did not create or compile the Information and is merely forwarding information obtained from Principals. Accordingly, Borrower acknowledges that Lending Agent makes no representations or warranties regarding the accuracy or completeness of the Information and that Borrower is not relying on Lending Agent to have performed any review of the Information for accuracy or completeness.
  7. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Borrower and Lending Agent hereby hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. This Agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement may not be amended except by a writing signed by both parties hereto.
  8. This Agreement shall be effective as of the date set forth above. The obligations hereunder shall expire upon the earlier to occur of (a) ___ years from the termination date of the last loan of securities outstanding under the Borrowing Agreement or (b) the date upon which the Information ceases to be confidential as set forth above.
  IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.
  ________________ _______________________
  [BORROWER] [LENDING AGENT]
  By: ____________________________ By: _____________________________
  Name: __________________________ Name: __________________________
  Title: ___________________________ Title: ___________________________
  