Common use of Kyndryl Devices Clause in Contracts

Kyndryl Devices. (a) Supplier employees may not use the Kyndryl Devices to provide services to any other person or entity, or to access any Supplier or third-party IT systems, networks, applications, websites, email tools, collaboration tools, or the like for or in connection with the Services. Supplier employees may not use the Kyndryl Devices for any personal reason (e.g., Supplier employees may not store personal files such as music, videos, pictures or other like items on such Kyndryl Devices and cannot use the Internet from such Kyndryl Devices for personal reasons). Supplier employees may not share the Kyndryl Devices with other employees of Supplier they use to access Corporate Systems. (b) ▇▇▇▇▇▇▇ has the unqualified rights to monitor Kyndryl Devices and the Corporate Systems and remediate potential intrusion and other cyber security threats in whatever ways, from whatever locations, and using whatever means Kyndryl believes is necessary or appropriate, without prior notice to Supplier or any Supplier employee or others. As examples of such rights, Kyndryl may, at any time, (i) perform a security test on any Kyndryl Device, (ii) monitor, recover through technical or other means and review communications (including emails from any email accounts on the Kyndryl Devices), records, files, and other items stored in any Kyndryl Device or transmitted through any Corporate System, and (iii) acquire a full forensic image of any Kyndryl Device. If Kyndryl needs Supplier’s cooperation to exercise its rights, Supplier will fully and timely satisfy Kyndryl’s requests for such cooperation (including, for example, requests to securely configure any Kyndryl Device, install monitoring or other software on any Kyndryl Device, share system level connection details, engage in incident response measures on any Device, and provide physical access to any Kyndryl Device for Kyndryl to obtain a full forensic image or otherwise, and similar and related requests). (c) Kyndryl will retain title to all Kyndryl Devices, with Supplier bearing the risk of loss of Kyndryl Devices, including due to theft, vandalism, or negligence. Supplier will not make or permit any alterations to Kyndryl Devices without Kyndryl’s prior written consent, with an alteration being any change to a Device, including any change to Device software, applications, security design, security configuration, or physical, mechanical, or electrical design. (d) Supplier will return all Kyndryl Devices within 5 business days after the need for those Devices to provide Services ends, and if Kyndryl requests, destroy all data, materials and other information of any kind on those Devices at the same time, without retaining any copy, by following NIST standards to permanently erase all such data, materials and other information. Supplier will pack and return Kyndryl Devices in the same condition as delivered to Supplier, other than reasonable wear and tear, at its own expense to the location that Kyndryl identifies. Supplier’s failure to comply with any obligation in this paragraph (d) constitutes a material breach of the Transaction Document and associated base agreement and any related agreement between the parties, with the understanding that an agreement is “related” if access to any Corporate System facilitates Supplier’s tasks or other activities under that agreement. (e) Kyndryl will provide support for Kyndryl Devices (including Device inspection and preventive and remedial maintenance). Supplier will promptly advise Kyndryl of the need for remedial service. (f) For software programs that Kyndryl owns or has the right to license, Kyndryl grants Supplier a temporary right to use, store, and make sufficient copies to support its authorized use of Kyndryl Devices. Supplier may not transfer programs to anyone, make copies of software license information, or disassemble, decompile, reverse engineer, or otherwise translate any program unless expressly permitted by applicable law without the possibility of contractual waiver.