Common use of Security Compromise Clause in Contracts

Security Compromise. During the term of this Agreement, and for a period of [**] years thereafter (or if earlier, until [**] years after End of Life with respect to any particular model of the Equipment), if, while the affected Equipment is within the Initial Warranty Period or the affected Software is under Support Services and Purchaser is using a supported version of Software, a Security Compromise occurs that permits the unauthorized access to a Purchaser’s System, then the Parties jointly shall develop a counter-measures program to remedy such Security Compromise, which program shall be implemented at Seller’s sole expense. Notwithstanding the foregoing, to the extent a Security Compromise arises out of the acts or omissions of a Purchaser or any of Purchaser’s employees, consultants, agents and/or subcontractors or any Purchaser’s failure to implement any security patch available from Seller, the above-referenced counter-measure program shall be implemented at Purchaser’s sole expense, and further, Seller shall be reasonably compensated on a time and materials basis for its services in developing the counter-measures program.