Client provided data terms

Effective as of May 12, 2022

The terms below (as may be updated by MSCI from time to time) (collectively, “Client Provided Data Terms”) apply where Client or its representative is providing MSCI Group with data and other information including but not limited to data or information relating to assets and/or funds and/or other data, such as but not limited to details of the assets, holdings, relevant properties, tenancies, transactions and other investments of Client or managed, administered, supervised or advised (directly or indirectly) by Client (collectively “Client Provided Data”); and when referenced in any applicable Order Form, these Client Provided Data Terms shall be incorporated into the Agreement (as defined in any applicable Order Form). Capitalized terms used in these Client Provided Data Terms shall have the same meanings given to them in the applicable Agreement.

1. Client shall supply MSCI with all Client Provided Data in a form as may be reasonably requested by MSCI or agreed by the parties, within the timetable as notified by MSCI.
2. Client consents to and grants the MSCI Group a worldwide, perpetual, royalty free, non-exclusive, non-revocable license to (i) use, process, and/or create derived works from and/or including the Client Provided Data; and (ii) incorporate and/or make available the Client Provided Data (and any derived works thereof) in any MSCI Group product or service of any kind.
3. Client shall retain ownership of the intellectual property rights (if any) in the Client Provided Data. Subject to any underlying rights the Client holds with respect to the Client Provided Data, MSCI shall own all intellectual property rights in any derived works created by MSCI using the Client Provided Data and a license from MSCI will be required in respect of any use thereof.
4. Client represents and warrants that as of the date Client provides the Client Provided Data:

    

   1. All Client Provided Data is true, accurate and complete, to the best of the Client’s knowledge;
   2. Client has all rights necessary to provide MSCI such Client Provided Data and to allow MSCI to use the Client Provided Data as contemplated by these Client Provided Data Terms and, if applicable, any Order Form(s) and that the Client Provided Data does not infringe or violate any third party’s rights (including intellectual property rights);
   3. All Client Provided Data will be provided in accordance with any applicable rules, principles, regulations or laws, and with respect to any Client Provided Data related to real estate, MSCI’s then-current Provided Data Code of Conduct; and
   4. Client shall not provide any personal data (as defined by any relevant legislation and data privacy laws) to MSCI as part of the Client Provided Data.

    



5. Client’s indemnity obligations as set forth in the Agreement shall apply with respect to the Client Provided Data. For the avoidance of doubt, Client shall indemnify, defend and hold harmless the MSCI Indemnified Parties against all and any losses, suffered or incurred by the MSCI Indemnified Parties, including legal expenses (reasonably and properly incurred), in connection with or arising out of any third party claim (i) resulting from Client’s breach of any of the representations and warranties contained in Section D; or (ii) that the Client Provided Data infringes, violates, contravenes or breaches any patent, copyright or trademark or constitutes the misappropriation of a trade secret.
6. Where any Client Provided Data is provided by any agents or representative of the Client (who may be named in an applicable Order Form), Client shall procure that such agents or its representative shall also comply with all obligations set forth in Section D above and any act or omission by any such agents or representative of Client of these Client Provided Data Terms is deemed to be an act or omission of the Client.
7. These Client Provided Data Terms, the Agreement and any applicable Order Form(s) constitute the entire agreement and understanding between Client and MSCI relating to the provision of Client Provided Data to MSCI and supersede any prior agreements and understandings, oral or written, relating to the provision of Client Provided Data to MSCI.