Common use of Systems Security Clause in Contracts

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of IT Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly notify the other Party. (d) Each Party shall access and use, and shall cause their respective Personnel to access and use, only those Systems, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

Systems Security. (a) If any Party the Provider, Purchaser, their Affiliates or its their respective Personnel are given receive access to any of the Provider’s, Purchaser’s or their respective Affiliates’, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of IT the Transition Services, such Party the accessing party or its Personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Partyparty’s system security policies, procedures and requirements (its Affiliates’ Security Regulations as amended from time have been provided in writing to time, the “Security Regulations”)other party, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partyparty. (b) Each Party party shall, and shall cause its Affiliates to, as required by Applicable Law, use commercially reasonable efforts care to (i) ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party party or its Affiliates gain such access, access and to (ii) prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems The Provider and promptly notify the other Party. (d) Each Party shall access and usePurchaser shall, and shall cause their respective Personnel to Affiliates to, access and use, use only those SystemsSystems of the other party and its Affiliates, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party party and its Affiliates shall have the right to deny the Personnel of the other Party party or its Affiliates access to such Partyfirst party’s Systems, after prior written notice and consultation with the other Party, or its Affiliates’ Systems in the event the Party party reasonably believes that such Personnel pose a security concern, provided that the party denying access to its Systems shall provide notice to the other party promptly after such access is denied, and provided further that any dispute as to the appropriateness of such denial of access shall be resolved in accordance with Section 3.3 hereto.

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of IT Transition Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly notify the other Party. (d) Each Party shall access and use, and shall cause their respective Personnel to access and use, only those Systems, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

Systems Security. (a) If any Seller Party or Purchaser Party, or its Personnel are Personnel, will be given access to any Seller Party’s or Purchaser Party’s, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s the performance or receipt of IT the Services, such Party the accessing party or its Personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly immediately notify the other Party. (d) Each Party Seller Parties, Purchaser Parties and their respective Personnel, shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within such Systems, Systems to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Partynotice, in the event the Party reasonably believes that such Personnel pose a security concern. (e) A material failure to comply with the Security Regulations shall constitute a material breach of this Agreement. All user identification numbers and passwords of a Party disclosed to the other Party, and any information obtained from the use of such disclosing Party’s Systems, shall be deemed Seller Confidential Information or Purchaser Confidential Information, as applicable, of the disclosing Party. (f) Each Party will cooperate with the other Party in investigating any apparent unauthorized access to a Party’s Systems or any apparent unauthorized release by a Party or such Party’s Personnel of Seller Confidential Information or Purchaser Confidential Information, as applicable. Each Party will (i) immediately notify the other Party if such Party has revoked access to its own Systems to any of its Personnel if such Personnel also has access to the other Party’s Systems and (ii) will immediately revoke any access to the other Party’s Systems once such Personnel no longer has a need to access the other Party’s Systems.

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of IT Transition Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s Group’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Group. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party Party’s Group gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) IfEach Party shall, at and shall cause its Personnel who are specifically authorized to have access to the Systems of the other Party’s Group to: (i) cooperate in any time, either Party determines reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or its Personnel has sought any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to circumventthe other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or has circumventedis informed of, a breach of its Security Regulations, Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any unauthorized Personnel Confidential Information of the other Party has accessed its Systems on any System, such Party shall: (i) immediately act to prevent or that mitigate the effects of the breach; (ii) report the breach to the other Party or any of its Personnel has engaged in activities as soon as reasonably practicably after detection; and (iii) identify steps to ensure that may lead the breach does not reoccur and report those steps to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly notify the other Party. (de) Each Party shall access and use, and shall cause their respective Personnel use commercially reasonable efforts to access and use, only those Systems, and only such data and information within such Systems, to which ensure that it or they have been granted does not introduce into the right to access and use. Any Party shall have the right to deny the Personnel Systems of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to such Party’s Systems, after prior written notice and consultation with the Systems of the other Party’s Group) to its Systems if, in the event Service Provider’s reasonable opinion, the Party reasonably believes that such integrity and security of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel pose a security concernwho are specifically authorized to have access to the Systems of the other Party’s Group).

Systems Security. (a) If any either Party or its Personnel are personnel will be given access to any computer systems or software of any member of the other Party’s Group computer systems or software (“Systems”) in connection with such Party’s the performance or receipt of IT the Transition Services, such the accessing Party or its personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will shall not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnelpersonnel’s access to the Systems and promptly immediately notify the other Party. (d) Each Party and its personnel shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within with such Systems, to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Partynotice, in the event the such Party reasonably believes that such Personnel personnel pose a security concern.

Systems Security. (a) If any Party the Provider, Recipient, their Affiliates or its their respective Personnel are given receive access to any computer systems or software of any member of the other Partyparty’s Group (“Systems”) or its Affiliates’, as applicable, Systems in connection with provision of or receipt the Transition Services, the accessing party or its Personnel, as the case may be, shall comply with all such Partyother party’s performance and its Affiliates’ Security Regulations; provided that such Security Regulations are provided in advance to the other party in writing; further provided that, if a Security Regulation requires the other party to obtain any support or maintenance services, upgrade, enhance or otherwise modify its Systems, then, upon the election of that party, both parties shall reasonably cooperate and use commercially reasonable efforts to modify the provision or receipt of IT Transition Services, such Party shall complyas applicable, and shall cause in order to obviate the other members applicability of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and . Neither party will not knowingly tamper with, compromise compromise, or circumvent any security or audit measures employed by such other Partyparty. (b) Each Party party shall, and shall use commercially reasonable efforts cause its Affiliates to (1) ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party party or its Affiliates gain such access, access and (2) take reasonable commercial steps to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement Agreement, and establishing appropriate policies designed implementing and maintaining commercially reasonable physical, technical, and administrative safeguards with respect to effectively enforce such restrictionsNon-Public Personal Information and as otherwise required by applicable Law. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems The Provider and promptly notify the other Party. (d) Each Party shall access and useRecipient shall, and shall cause their respective Personnel to Affiliates to, access and use, use only those SystemsSystems of the other party and its Affiliates, and only such data and information within such Systems, to which it or they have been granted the right to access and usesolely for the use permitted by the other party. Any Party party and its Affiliates shall have the right to deny the suspend access by Personnel of the other Party access party or its Affiliates to such Partyfirst party’s or its Affiliates’ Systems, after prior written notice and consultation with the other Partyparty, in the event the Party party reasonably believes that such Personnel pose a security concern to a System. Any suspended access shall be promptly reinstated after the security concern is abated and if reinstatement would not reasonably be expected to result in the same security concern.