Common use of Access to Computer Systems Clause in Contracts

Access to Computer Systems. If the Receiving Party (or any of its Affiliates) is given access to any computer equipment, computer, software, network, electronic files, or electronic data storage system owned or controlled by Aradigm (“Aradigm Computer Systems”), then the Receiving Party shall limit (and, as applicable, cause its Affiliates to limit) (in each case, other than as contemplated in the Restructuring Agreement) access and use of such Aradigm Computer Systems solely to receive Services under this Agreement and shall not access, attempt to access or use any Aradigm Computer Systems, other than those specifically required to receive the Services; provided that, Aradigm shall be obligated to put in place procedures effective in differentiating between Aradigm Computer Systems to which the Receiving Party and any of its Affiliates are entitled to access and the Aradigm Computer Systems to which Aradigm or any of its Affiliates are not entitled to access. The Receiving Party shall limit such access to those of its employees, contractors, and advisers with a specific requirement to have such access in connection with this Agreement, shall advise Aradigm in writing of the name of each such Person who will be granted such access, and shall strictly follow all Aradigm’s security rules and procedures for use of the Aradigm Computer Systems. All user identification numbers and passwords disclosed to the Receiving Party (or its Affiliates) and any of Aradigm’s confidential information obtained by the Receiving Party (or its Affiliates) as a result of their access to and use of any such Aradigm Computer Systems shall be deemed to be, and shall be treated as, Aradigm’s confidential information under applicable provisions of this Agreement. The Receiving Party agrees to cooperate (and cause its Affiliates to cooperate) with Aradigm in the investigation of any apparent unauthorized access by the Receiving Party or its Affiliates to any Aradigm Computer Systems, or any apparent unauthorized release of Aradigm’s confidential information by the employees, contractors, or advisers of the Receiving Party or any of its Affiliates.