Common use of Electronic Access Clause in Contracts

Electronic Access. Buyer may (at its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including but not limited to, facilities, network communication systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Systems for any other purpose. INSITU SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Systems, whether or not marked as “proprietary” or equivalent, shall be considered proprietary to Buyer and shall be protected in accordance with the “Confidential” Article of the Contract. Buyer shall have the right to audit Seller’s compliance with this Article. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Systems; any communications or data transiting or stored on Insitu Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. Any security breach of the Insitu Systems or other breach of the requirements of this Article, shall be grounds for default in accordance with the “Cure and Default” Article of this Contract.

Appears in 6 contracts

Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement

Electronic Access. Buyer Jeppesen may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in BuyerJeppesen’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of BuyerJeppesen, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Jeppesen Systems”) during the term of this Contract PO to the extent necessary for Seller to perform this Contractthe services hereunder. Seller personnel shall will not access or use the Insitu Jeppesen Systems for any other purpose. INSITU JEPPESEN SYSTEMS ARE PROVIDED ON AN “AS AS-IS” AND and “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER JEPPESEN MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY AVAILABLITY OF ANY INSITU SYSTEMJEPPESEN SYSTEMS. Jeppesen may elect to provide Jeppesen hardware to Seller for the sole purpose of accessing Jeppesen Systems to perform services hereunder. Seller and Seller personnel are required to obtain express written consent from Jeppesen’s duly authorized representative prior to use of non-Jeppesen assets to access Jeppesen Systems. In addition to any other rights and obligations set forth in any relevant ContractAgreement, Seller acknowledges that any information accessed through the Insitu Jeppesen Systems, whether or not marked as “proprietary”, “confidential”, or equivalent, shall will be considered as proprietary to Buyer Jeppesen and shall will be protected by Seller in accordance with the “Confidential” Article of the Contract. Buyer shall have the right to audit Seller’s compliance with this ArticleSection 13 (Confidentiality) above. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Jeppesen Systems; any communications or data transiting or stored on Insitu Jeppesen Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. Any security breach of the Insitu Jeppesen Systems or other breach of the requirements of this Article, shall Section will be grounds for default in accordance with the “Cure and Default” Article of this ContractSection 7 (Cancellation) above.

Appears in 6 contracts

Sources: Purchase Order, General Terms and Conditions, General Terms and Conditions

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems set forth in Document ▇▇▇-▇▇-▇▇, located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 6 contracts

Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/terms_conditions/Terms-of-Use-of-Boeing-Electronic-Systems-Supplement.pdf, which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 4 contracts

Sources: Cost Reimbursement Contract, College and University Fixed Price Contract, Fixed Price Services Contract

Electronic Access. Buyer may (at its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including but not limited to, facilities, network communication systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Systems for any other purpose. INSITU SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Systems, whether or not marked as “proprietary” or equivalent, shall be considered proprietary to Buyer and shall be protected in accordance with the “Confidential” Article of the Contract. Buyer shall have the right to audit Seller’s compliance with this ArticleArticle 42. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Systems; any communications or data transiting or stored on Insitu Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. Any security breach of the Insitu Systems or other breach of the requirements of this Article, shall be grounds for default in accordance with the “Cure and Default” Article of this Contract.

Appears in 3 contracts

Sources: Purchase Contract, Purchase Contract, Purchase Contract

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems set forth in Document ▇▇▇-▇▇-▇▇ (Appendix A) located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 2 contracts

Sources: Purchase Agreement, Purchase Agreement

Electronic Access. a. Buyer may (at may, in its sole discretion) , grant in writing to Seller a limited, nontransferablenon-transferable, nonexclusive, revocable (revocable, in Buyer’s sole discretion) , right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems set forth in Document ▇▇▇-▇▇-▇▇ (Appendix A) located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the article 20 “Confidential” Article of the Contract. , Proprietary and Trade Secret Information and Materials”. c. Buyer shall have the right to audit Seller’s compliance with this Article. article 30. d. Seller understands and Seller consents and shall ensure that Seller’s personnel and Seller’s Subcontractors understand and consent as follows: Seller Seller, Seller’s personnel and Seller personnel Seller’s Subcontractors have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Articlearticle 30, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the article 7 Cure and Cancellation for Default” Article of this Contract.

Appears in 2 contracts

Sources: Purchase Order, Purchase Contract

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems, located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/terms_conditions/Terms-of-Use-of-Boeing-Electronic-Systems-Supplement.pdf, which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 1 contract

Sources: Fixed Price Goods Contract

Electronic Access. Buyer AerData may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in BuyerAerData’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of BuyerAerData, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu AerData Systems”) during the term of this Contract PO to the extent necessary for Seller to perform this Contractthe services hereunder. Seller personnel shall will not access or use the Insitu AerData Systems for any other purpose. INSITU AERDATA SYSTEMS ARE PROVIDED ON AN “AS AS-IS” AND and “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER AERDATA MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY AVAILABLITY OF ANY INSITU SYSTEMAERDATA SYSTEMS. AerData may elect to provide AerData hardware to Seller for the sole purpose of accessing AerData Systems to perform services hereunder. Seller and Seller personnel are required to obtain express written consent from AerData’s duly authorized representative prior to use of non-AerData assets to access AerData Systems. In addition to any other rights and obligations set forth in any relevant ContractAgreement, Seller acknowledges that any information accessed through the Insitu AerData Systems, whether or not marked as “proprietary”, “confidential”, or equivalent, shall will be considered as proprietary to Buyer AerData and shall will be protected by Seller in accordance with the “Confidential” Article of the Contract. Buyer shall have the right to audit Seller’s compliance with this ArticleSection 13 (Confidentiality) above. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu AerData Systems; any communications or data transiting or stored on Insitu AerData Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. Any security breach of the Insitu AerData Systems or other breach of the requirements of this Article, shall Section will be grounds for default in accordance with the “Cure and Default” Article of this ContractSection 7 (Cancellation) above.

Appears in 1 contract

Sources: General Terms and Conditions

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/terms_conditions/Terms-of-Use-of-Boeing-Electronic-Systems-Supplement.pdf which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 1 contract

Sources: Fixed Price Goods Contract

Electronic Access. Buyer may (at its sole discretion) grant in writing The following provisions set forth the additional requirements for Seller's Electronic Access to the Boeing Systems. For purposes of the work to be performed under this contract, the provisions set forth herein relative to Electronic Access shall supersede and replace any prior agreements related to Electronic Access. For purposes of these provisions “Electronic Access” is defined as access by Seller a limitedor any Seller Personnel to the Boeing Systems using any access or transmission method, nontransferableincluding without limitation the World Wide Web, nonexclusiveInternet, revocable (in Buyer’s sole discretion) right for Seller personnel to access or private data transmission lines. For purposes of this provision, “Boeing Systems” is defined as any electronic information systems operated by or on behalf of Buyer, including without limitation, facilities, network equipment, telecommunications networks, software, files and data. For the purpose of this provision, Seller Personnel is defined as any of Seller's employees, contract labor, consultants, advisers, or leased employees who have been authorized to access Boeing Systems. (a) obtain from Buyer an Electronic Access account and access controls, and (b) participate in a security briefing in accordance with Buyer specifications. Seller shall assign a single focal (who may be changed at any time with written notice to Buyer) to initiate requests for Electronic Access for Seller Personnel, to coordinate security briefings, to coordinate with Buyer regarding notices of actual or potential security breaches, and to maintain records. Seller shall take all reasonable precautions to prevent the loss, disclosure, reverse engineering or compromise of Access Controls. Seller shall immediately notify Buyer if it believes that any Access Control has been compromised. Seller shall ensure that Seller Personnel do not access the Electronic Access through any mechanism other than the Access Controls, regardless of whether such alternative is available. Seller acknowledges that the access controls are for specific individual use only, and are not transferable and shall be maintained in confidence by Seller. Seller agrees to review (at least every 3 months) each of Seller Personnel's Electronic Access requirements; provided, however that Seller agrees to immediately initiate a request to terminate the Electronic Access of individual Seller Personnel in the event of the reassignment, resignation or termination of any Seller Personnel to whom Electronic Access has been granted. Buyer may be required to obtain information concerning citizenship or immigrant status of Seller Personnel obtaining Electronic Access. Seller agrees to furnish this information when requesting Electronic Access. Information submitted by Seller shall be certified by an authorized representative of Seller as being true and correct. Access to certain Boeing Systems may be limited due to Boeing compliance with applicable U.S. export control laws. Where access is granted, Seller shall be responsible for obtaining all export licenses required, where applicable, for each such Seller Personnel, including to allow such Seller Personnel to perform the work to which he or she is assigned, and Seller shall comply with any additional export control restrictions as required by applicable laws, rules and regulations. To the fullest extent consistent with Applicable Law, Buyer has the right to monitor, record, retrieve and disclose to others (including, but not limited to, facilitieslaw enforcement officials) all information, network communication systemsincluding the content of communications, telecommunications systemsrelated to any Electronic Access by Seller and Seller Personnel. In the event Seller discovers or is notified of a security breach or potential security breach, softwareSeller shall immediately: 1) notify Buyer of such security breach or potential security breach and of the Proprietary Information and Materials involved; and, applications2) assist Buyer in investigating, information remedying (including assurance of non-recurrence) and datataking any other action Buyer deems necessary regarding any security breach or potential security breach and any dispute, (collectivelyinquiry or claim that concerns such security breach or potential security breach. Seller shall make the notification required in this Section by sending to ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, the “Insitu Systems”) during the term of this Contract with a courtesy copy to the extent necessary for Seller applicable procurement representative, an electronic mail message specifying the information required in this Section. Nothing contained in this Section is intended to perform limit any of Buyer's rights or remedies under this Contractcontract or otherwise. Seller personnel shall not agrees to permit Boeing to review its security control procedures and practices via physical or electronic access by Boeing, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or use the Insitu Systems for backup activities are performed. Seller agrees to assist Boeing in investigating, remedying (including assurance of nonrecurrence) and taking any other purposeaction Boeing deems necessary regarding any security breach or potential security breach and any dispute, inquiry or claim that concerns such security breach or potential security breach. INSITU SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEMELECTRONIC ACCESS. In addition to any other rights and obligations set forth in any relevant Contract, Any material breach of this Section 44 by Seller acknowledges that any information accessed through the Insitu Systems, whether or not marked as “proprietary” or equivalent, shall may be considered proprietary a major breach of this contract for which Buyer may elect to cancel any open orders between Buyer and shall be protected the Seller, for cause, in accordance with the “Confidential” Article of the Contract. Buyer shall have the right to audit Seller’s compliance with this Article. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Systems; any communications or data transiting or stored on Insitu Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. Any security breach of the Insitu Systems or other breach of the requirements provision of this Article, shall be grounds order entitled "Cancellation for default in accordance with the “Cure and Default” Article " or exercise any other right of Buyer for an Event of Default under this Contractcontract.

Appears in 1 contract

Sources: Services Agreement

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems set forth in Document ▇▇▇-▇▇-▇▇ (Appendix A) located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 1 contract

Sources: Purchase Agreement

Electronic Access. a. Buyer may (at its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including but not limited to, facilities, network communication systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Systems for any other purpose. INSITU SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. . b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Systems, whether or not marked as “proprietary” or equivalent, shall be considered proprietary to Buyer and shall be protected in accordance with the “Confidential” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Systems; any communications or data transiting or stored on Insitu Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Systems or other breach of the requirements of this Article, shall be grounds for default in accordance with the “Cure and Default” Article of this Contract.

Appears in 1 contract

Sources: Purchase Order

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems, located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/terms_conditions/Terms-of-Use-of-Boeing-Electronic-Systems-Supplement.pdf which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 1 contract

Sources: Labor Hour/Time & Material Contract

Electronic Access. a. Buyer may (at in its sole discretion) grant in writing to Seller a limited, nontransferable, nonexclusive, revocable (in Buyer’s sole discretion) right for Seller personnel to access electronic information systems operated by or on behalf of Buyer, including including, but not limited to, facilities, network communication communications systems, telecommunications systems, software, applications, information and data, (collectively, the “Insitu Boeing Systems”) during the term of this Contract to the extent necessary for Seller to perform this Contract. Seller personnel shall not access or use the Insitu Boeing Systems for any other purpose. INSITU Seller and its personnel’s access to and use of the Boeing Systems shall be in accordance with the Terms of Use of Boeing Electronic Systems set forth in Document ▇▇▇-▇▇-▇▇ (Appendix A) located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, which is incorporated herein by reference, with the revision date applicable to this Contract being the revision in effect as of the date of Seller’s acceptance of this Contract. BOEING SYSTEMS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEM. BOEING SYSTEMS. b. In addition to any other rights and obligations set forth in any relevant Contract, Seller acknowledges that any information accessed through the Insitu Boeing Systems, whether or not marked as “proprietary” or equivalent, shall be considered as proprietary to Buyer and shall be protected in accordance with the “Confidential, Proprietary and Trade Secret Information and Materials” Article of the Contract. . c. Buyer shall have the right to audit Seller’s compliance with this Article. . d. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Boeing Systems; any communications or data transiting or stored on Insitu Boeing Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. . e. Any security breach of the Insitu Boeing Systems or other breach of the requirements of this Article, including the requirements set forth in the Terms of Use of Boeing Electronic Systems, shall be grounds for default in accordance with the “Cure and Cancellation for Default” Article of this Contract.

Appears in 1 contract

Sources: Purchase Agreement

Electronic Access. Buyer may (at its sole discretion) grant in writing The following provisions set forth the additional requirements for Seller's Electronic Access to the Boeing Systems. For purposes of the work to be performed under this contract, the provisions set forth herein relative to Electronic Access shall supersede and replace any prior agreements related to Electronic Access. For purposes of these provisions “Electronic Access” is defined as access by Seller a limitedor any Seller Personnel to the Boeing Systems using any access or transmission method, nontransferableincluding without limitation the World Wide Web, nonexclusiveInternet, revocable (in Buyer’s sole discretion) right for Seller personnel to access or private data transmission lines. For purposes of this provision, “Boeing Systems” is defined as any electronic information systems operated by or on behalf of Buyer, including without limitation, facilities, network equipment, telecommunications networks, software, files and data. For the purpose of this provision, Seller Personnel is defined as any of Seller's employees, contract labor, consultants, advisers, or leased employees who have been authorized to access Boeing Systems. (a) obtain from Buyer an Electronic Access account and access controls, and (b) participate in a security briefing in accordance with Buyer specifications. Seller shall assign a single focal (who may be changed at any time with written notice to Buyer) to initiate requests for Electronic Access for Seller Personnel, to coordinate security briefings, to coordinate with ▇▇▇▇▇ regarding notices of actual or potential security breaches, and to maintain records. Seller shall take all reasonable precautions to prevent the loss, disclosure, reverse engineering or compromise of Access Controls. Seller shall immediately notify Buyer if it believes that any Access Control has been compromised. Seller shall ensure that Seller Personnel do not access the Electronic Access through any mechanism other than the Access Controls, regardless of whether such alternative is available. Seller acknowledges that the access controls are for specific individual use only, and are not transferable and shall be maintained in confidence by Seller. Seller agrees to review (at least every 3 months) each of Seller Personnel's Electronic Access requirements; provided, however that Seller agrees to immediately initiate a request to terminate the Electronic Access of individual Seller Personnel in the event of the reassignment, resignation or termination of any Seller Personnel to whom Electronic Access has been granted. Buyer may be required to obtain information concerning citizenship or immigrant status of Seller Personnel obtaining Electronic Access. ▇▇▇▇▇▇ agrees to furnish this information when requesting Electronic Access. Information submitted by Seller shall be certified by an authorized representative of Seller as being true and correct. Access to certain Boeing Systems may be limited due to Boeing compliance with applicable U.S. export control laws. Where access is granted, Seller shall be responsible for obtaining all export licenses required, where applicable, for each such Seller Personnel, including to allow such Seller Personnel to perform the work to which he or she is assigned, and Seller shall comply with any additional export control restrictions as required by applicable laws, rules and regulations. To the fullest extent consistent with Applicable Law, ▇▇▇▇▇ has the right to monitor, record, retrieve and disclose to others (including, but not limited to, facilitieslaw enforcement officials) all information, network communication systemsincluding the content of communications, telecommunications systemsrelated to any Electronic Access by Seller and Seller Personnel. In the event Seller discovers or is notified of a security breach or potential security breach, softwareSeller shall immediately: 1) notify Buyer of such security breach or potential security breach and of the Proprietary Information and Materials involved; and, applications2) assist Buyer in investigating, information remedying (including assurance of nonrecurrence) and datataking any other action Buyer deems necessary regarding any security breach or potential security breach and any dispute, (collectivelyinquiry or claim that concerns such security breach or potential security breach. Seller shall make the notification required in this Section by sending to ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, the “Insitu Systems”) during the term of this Contract with a courtesy copy to the extent necessary for Seller applicable procurement representative, an electronic mail message specifying the information required in this Section. Nothing contained in this Section is intended to perform limit any of Buyer's rights or remedies under this Contractcontract or otherwise. Seller personnel shall not agrees to permit Boeing to review its security control procedures and practices via physical or electronic access by Boeing, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or use the Insitu Systems for backup activities are performed. Seller agrees to assist Boeing in investigating, remedying (including assurance of nonrecurrence) and taking any other purposeaction Boeing deems necessary regarding any security breach or potential security breach and any dispute, inquiry or claim that concerns such security breach or potential security breach. INSITU SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SELLER EXPRESSLY AGREES THAT BUYER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY AND AVAILABILITY OF ANY INSITU SYSTEMELECTRONIC ACCESS. In addition to any other rights and obligations set forth in any relevant Contract, Any material breach of this Section 41 by Seller acknowledges that any information accessed through the Insitu Systems, whether or not marked as “proprietary” or equivalent, shall may be considered proprietary a major breach of this contract for which ▇▇▇▇▇ may elect to cancel any open orders between Buyer and shall be protected the Seller, for cause, in accordance with the “Confidential” Article of the Contract. Buyer shall have the right to audit Seller’s compliance with this Article. Seller and Seller personnel understand and consent as follows: Seller and Seller personnel have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on Insitu Systems; any communications or data transiting or stored on Insitu Systems may be monitored, intercepted, recorded, and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose. Any security breach of the Insitu Systems or other breach of the requirements provision of this Article, shall be grounds order entitled "Cancellation for default in accordance with the “Cure and Default” Article " or exercise any other right of Buyer for an Event of Default under this Contractcontract.

Appears in 1 contract

Sources: Fixed Price Services Contract