nature is private or confidential or which is marked or designated by the

Clearing House as such.

Rule 106(h)(i) shall not apply where any of the exceptions set forth in Rule

106(c)(i). (iii). (v). (vi). (vii). (viii), (x). (xi). (xii). (xiii), (xiv) or (xv) apply.

mutatis mutandis (including. in paragraphs (i). (v). (vi). (x) and (xiv) with

references to the Clearing House being read as references to the Clearing Member

and vice versa: and in (xiii) with the reference to Person or Persons being a

reference only to the Clearing House: and without reference to the opening

wording of Rule 106(c)).

Rule 106(h)(i) shall not apply to any information in, or document attached to, the

(iy)

Rules, the Procedures or any Circular.

Subject _at_all_times_to Applicable Laws. the Clearing _Member_may.

(vi)

notwithstanding this Rule 106(h), disclose confidential information within the

scope of Rule 106(h)(i) to any member of its Group and its auditors, advisers or

lawyers where a contractual or professional obligation of confidentiality arises on

the part of the recipient.

This Rule 106(h) shall not apply to_any of the information specified in Rule

106(b) when in possession of the Clearing House (or such Persons other than a

Clearing Member or Sponsored Principal to whom the Clearing House may make

disclosure thereunder), which information shall instead be subject to that Rule.

This Rule 106 is without prejudice to the Intellectual Property rights of the

Clearing House and its Affiliates in all and_any of the materials referred to_in

Rules 106(h)(i) and (iii). Such materials are not to be used or disclosed for an’

purposes unconnected to Clearing at the Clearing House.

EUROPE/2023686985-4.2023686985.2 5


(ii)

(iii)

acknowledges, to the extent permitted by Applicable Law, that recordings may be
submitted in evidence in any Dispute; and

acknowledges that the remainder of this Rule 106 shall apply to any such
recordings made by the Clearing House.

Each Clearing Member and each Sponsored Principal agrees that it will hold in

confidence the following information, files or documents owned or licensed by or

currently or previously in possession of the Clearing House or any of its

Affiliates, which have been communicated or delivered to the Clearing Member

or Sponsored Principal, and agrees that the same shall be used_solely for its

business purposes, acting in its capacity as a Clearing Member or Sponsored

Principal _as applicable, and shall not be disclosed _or made known to any other

Person or used for any other purpose except as set forth in this Rule 106(h):

(A) all business. financial. strategic and technical information and materials

(including, without limitation, any transaction data or position data other

than its own or that of its clients, any risk models and risk model outputs

(or any components thereof).

(B) _ the identity of actual or potential business partners or investors, e-business

opportunities and each party's potential interest therein;

(C) designs. analyses. reports, business methods and processes, business

models and plans:

(D) — customer and market information;

cl
as

any unpublished financial statements of the Clearing House:

(F) any information concerning the Open Contract Positions or risk relating to

a Defaulter or any default management process:

(G) computer hardware and software systems, applications, program listings,

licenses, manuals and documentation;

(H) any _document_or information connected_with an_arbitration or possible

arbitration under Rule 117. any disciplinary proceedings or envisaged

disciplinary proceedings under Part 10 or_any complaint _under_the

Complaint Resolution Procedures;

0) any document or information concerning or related to the governance of

the Clearing House. its board or any of its committees:

(J) any other document, material, file or information shared by the Clearing

House with the Clearing Member or Sponsored Principal, which by its

EUROPE/2023686985-4.2023686985.2 4


Rule 106 Confidentiality and Information

(a)

(b)

(c)

The Clearing House shall be entitled to keep records in an electronic or durable medium
of all data or information available to it under these Rules or otherwise concerning
Clearing Members (including financial statements filed with the Clearing House),
Customers, Sponsored Principals, Sponsors, Accounts, Margin, Transactions, Contracts,
past or current Open Contract Positions, deliveries and settlement.

The following information received or held by the Clearing House shall be held in
confidence by the Clearing House and shall not be made known to any other Person,
subject to paragraph (c):

(i) information received or held by the Clearing House concerning Transactions,
Contracts or past or current Open Contract Positions held with the Clearing
House;

(ii) information concerning or positions with any other Clearing Organisation for a
Clearing Member or Sponsored Principal or relating to any Customer;

(iii) information concerning Margin payments between the Clearing House or any
other Clearing Organisation and a Clearing Member or Sponsored Principal,
including in relation to a Customer;

(iv) information concerning deliveries made by or to a Clearing Member or any of its
Transferors or Transferees;

(v) any financial statements filed with the Clearing House by any Clearing Member
or Sponsored Principal; or

(vi) any other information relating to a Clearing Member, Sponsored Principal,
Sponsor or Customer provided by a Clearing Member, Sponsored Principal,
Sponsor or Customer to the Clearing House at the Clearing House's request, or
pursuant to the Rules or Applicable Laws.

Subject, at all times to Applicable Laws, the Clearing House may, notwithstanding Rule
106(b), make the following disclosures of confidential information, subject to such terms
and conditions as the Clearing House may from time to time deem appropriate:

(i) to a Regulatory Authority or Governmental Authority where a lawful request is
made to the Clearing House by or on behalf of the same or pursuant to Applicable
Laws or where disclosure is required under Applicable Laws or is necessary for
the making of a disclosure, complaint or report permitted under Applicable Laws
for an offence alleged or suspected to have been committed under Applicable
Laws;

(ii) in the case of a breach by a Clearing Member or Sponsored Principal of: (A) any
clearing membership criteria established by the Clearing House, whether as a
breach of Rule 202(a)(iv) (including as applied to Sponsored Principals pursuant


to Rule 1901(k)) or otherwise; or (B) in the case of a Clearing Member, such
Clearing Member's obligation to publicly disclose prices and fees associated with
the clearing services it provides and/or its obligation to provide Customers with
separate access to each specific service it provides; to the public, subject to any
decision made by any Regulatory Authority pursuant to article 38(5) of EMIR;

(iii) pursuant to any Applicable Law, including any order of a competent court or other
Governmental Authority or otherwise to such other Persons, at such times and in
such manner as may be required by Applicable Law:

(iv) to any member of the ICE Group, any Exchange or Clearing Organisation and any
of their or the Clearing House's Representatives, committees, experts, Delivery
Facilities, auditors, advisers or lawyers where _a_contractual_or_professional
obligation of confidentiality arises on the part of the recipient, including (without
limitation) for audit, compliance, making or taking delivery, market surveillance
or disciplinary purposes, for the purposes of an arbitration pursuant to Rule 117 or
any proceedings in support of such an arbitration, or in relation to any possible or
actual Event of Default or the termination or suspension of any clearing
membership;

(v) to any Person in the business of providing data processing or similar services for
the purposes of performing computations or analysis, or of preparing reports or
records, for the Clearing House;

(vi) to any Person who has provided or is considering entering into a loan, insurance
policy, guarantee or other financial arrangement with the Clearing House or any
of its Affiliates, provided that information identifying the positions or name of a
Clearing Member or any of its accounts or the name of any of a Clearing
Member's Customers will not be so disclosed, except, in the case of a Clearing
Member and its accounts only, as is necessary to respond to any enquiries of such
a Person concerning the Clearing House's or any of its Affiliates’ potential losses
or exposures relating to an Event of Default (whether or not declared);

(vii) to the Secretary of State, any Insolvency Practitioner and any other authority or
Person having responsibility for any matter arising out of or connected with an
Event of Default;

(viii) in the case of information relating to any Transaction or Contract (including
details of the parties thereto and related Margin), to Deriv/SERV, a Repository or
Governmental Authority for purposes of transaction reporting;

(ix) to any Person or to the public as a result of its complaints procedure or
disciplinary proceedings;

(x) to any Person if the information comes into the public domain_(or was or becomes
available to the Clearing House on a non-confidential basis from a source that is
not and was not prohibited, as far as the Clearing House is aware, from disclosing

EUROPE/2023686985-4.21



(d)

(e)

(f)

(g)

such information by any contractual, legal or fiduciary obligation), other than as a
result of a breach of this Rule by the Clearing House or its Representatives;

(xi) in the case of information concerning any Individually Segregated Sponsored
Account, to the Sponsor or Sponsored Principal in respect of such Account;

(xii) in the case of information concerning any Customer, to any Clearing Member
with a relationship with such Customer in respect of one of its Customer
Accounts:

(xiii) otherwise with the written consent of the Person or Persons to whom the
confidential information relates; er

(xiv) to_any Person if the information was independently developed_by the Clearing
House or any of its affiliates without reliance on the information furnished: or

(xv) | &<#-pursuant to any obligation on the Clearing House or a Market under the rules
or terms of a Delivery Facility or as is needed to comply with any obligation or to
exercise any right under these Rules.

Clearing Members, Sponsored Principals, Sponsors and Customers are given notice that
the Clearing House is subject to section 348 (Restrictions on disclosure of confidential
information by the FCA / PRA etc.) and regulations made under section 349 (Exemptions
from section 348) of the FSMA. Clearing Members, Sponsored Principals, Sponsors and
Customers shall be deemed to consent to any use, disclosure or non-disclosure of
information by the Clearing House that is required or permitted pursuant to Applicable
Law.

The Clearing House is a Controller in relation to Personal Data provided to it by Clearing
Members, Sponsored Principals, Customers and their Representatives. Each Clearing
Member and Sponsored Principal shall ensure that in respect of any Personal Data that it
provides to the Clearing House it has a lawful basis for processing the relevant Personal
Data in this manner.

In this Rule 106 only, the terms "Control" (and derivations thereof), "Process" (and
derivations thereof), "Personal Data" and "Controller" each have the meaning given to
such terms in Regulation (EU) 2016/679 (General Data Protection Regulation) (including
any relevant implementing measure or successor legislation thereto).

Each Clearing Member, Sponsored Principal and the Clearing House:

(i) acknowledges that the recording of telephone conversations between the trading,
clearing and other relevant personnel of the Clearing Member or Sponsored
Principal and the Clearing House or their Group Companies in connection with
the Rules and any Contract, potential Contract or Transaction will take place to
the extent permitted or required under Applicable Law;

EUROPE/2023686985-4.2023686985.2 3