eTrade 2007 Annual Report Download - page 176

Section 4.3 Identification of Parent Customers.
(a) Unless the Company consents in writing, Parent shall not provide the Company with any information that would reveal
the identity of the underlying Parent Customer except to the extent required to resolve a trade dispute or in connection with a Legal
Proceeding; provided, however, that Parent shall provide for each Covered Order (i) a unique descriptor code (that may be a coded or
scrambled account number) allowing recognition of the Parent Customer placing such Covered Order in a manner that does not reveal
any information relating to the identity of such Parent Customer and (ii) a category descriptor that allows the Company to determine
what class of account and account range is assigned to such Parent Customer; provided, however, to the extent that Parent does not, as
of the date of the Investment Agreement, provide the information specified in clause (ii) to the Company, Parent shall, to the extent
reasonably practicable, use its commercially reasonable efforts to provide such information specified in clause (ii) to the Company
following the date hereof.
(b) If the Company receives any Customer Information of Parent, or Parent receives any Customer Information of the
Company, it shall not use such Customer Information to target or solicit customers of the other (including investment advisors with
accounts custodied at Parent), as such, on behalf of itself or any third party. Neither the Company, on the one hand, nor Parent, on the
other hand, shall sell, distribute, share, rent or otherwise transfer any Customer Information of the other except for distribution, sharing
or transferring to its Affiliates, employees, agents, advisers, representatives, consultants or counsel thereof who have a need to know
such Customer Information as it relates to the purpose or subject matter of this Agreement. Nothing contained herein shall preclude
either the Company or Parent or any of their respective Affiliates from providing services to any Person who independently contacts
the Company or Parent or any of their respective Affiliates, as the case may be, or who is responding to a general solicitation not
targeted at any specific Person, or who is contacted by the Company or Parent or any of their respective Affiliates based on
information independently derived by such Person and/or its Affiliates without the use of any Customer Information.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES; COVENANTS; LIMITATION ON LIABILITY
Section 5.1 Representations and Warranties. Each Party acknowledges that the Parties have entered into this Agreement in
reliance upon the representations and warranties made in the Investment Agreement.
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