Common use of Systems Security Clause in Contracts

Systems Security. (a) If either Party or any of its respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is given access to the computer system(s), facilities, networks (including voice or data networks) or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision of the Services, the Accessing Party shall comply with the Disclosing Party’s security regulations, which shall be provided by the Disclosing Party prior to access to the Systems. The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing Party. The Accessing Party shall (i) ensure that only those users who are specifically authorized to gain access to the other’s Systems gain such access and (ii) prevent unauthorized destruction, alteration or loss of information contained therein. If at any time the Disclosing Party determines that any personnel of the Accessing Party has sought to circumvent or has circumvented the Disclosing Party’s security regulations or other security or audit measures or that an unauthorized person has accessed or may access the Disclosing Party’s Systems or a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of data, information or software, the Disclosing Party may immediately terminate any such person’s access to the Systems and, if such person’s access is terminated, shall immediately notify the Accessing Party. In addition, a material failure to comply with the Disclosing Party’s security regulations shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety. (b) The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Systems Security. (a) If either Party The parties hereto acknowledge that personnel of each party or any of its respective Subsidiaries such party’s Affiliates (such Party together with its Subsidiaries, the “Accessing Party”) is ), as the case may be, will be given access to the other parties’ or its Affiliates’ (the “Granting Party”) information technology systems, information technology, platforms, networks, applications, software, software databases or computer system(s), facilities, networks hardware (including voice or data networks) or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision or receipt of the Services, in which there is no commercially practical method to partition or separate portions of the Systems or restrict the access of the personnel of the Accessing Party in connection with the Services. Accordingly, the Accessing Party shall comply with all of the Disclosing Granting Party’s system security regulationspolicies, which procedures and requirements (collectively, “Security Regulations”), and shall be provided by the Disclosing Party prior to access to the Systems. The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing PartyGranting Party or any of its Affiliates. The Each Accessing Party shall ensure that its personnel accessing the Granting Party’s Systems are made aware of the restrictions set forth in this Agreement and the Security Regulations prior to connecting to the Granting Party’s Systems. (b) If the Granting Party in good faith determines that there is a material risk to the Granting Party due to the ability of the Accessing Party’s personnel to access the Granting Party’s Systems or data, the Granting Party may, but is under no obligation to, establish and implement commercially reasonable restrictions on the Accessing Party’s access to the Systems or data used in connection with the Services for the purposes of: (i) ensure that only those users who are specifically authorized to gain access to protecting the other’s Systems gain such access security of data on physical and electronic networks of the Granting Party; (ii) prevent unauthorized destructionassuring compliance with contractual restrictions imposed by third parties; (iii) protecting the integrity of the Systems or data; or (iv) complying with applicable Law; provided that any such restrictions will be designed to minimize any disruption or limitation on the receipt and benefit of the Services by the Accessing Party; provided, alteration or loss further, that, prior to implementing any such restrictions, the Granting Party shall notify the Accessing Party of information contained therein. If the reasons for seeking to limit such access including providing a description of the restrictions it intends to implement, and the parties hereto will cooperate in good faith to determine if such risks can be addressed without implementing such restrictions. (c) If, at any time the Disclosing time, an Accessing Party determines that any such personnel of the Accessing Party has (i) sought to circumvent circumvent, or has circumvented circumvented, the Disclosing Party’s security regulations or other security or audit measures or that an unauthorized person has accessed or may access the Disclosing Party’s Systems or a person Security Regulations, (ii) has engaged in activities that may lead to the unauthorized accessdestruction, destruction or alteration or loss of data, information or softwaresoftware of the Granting Party or any of its Affiliates, or (iii) has breached clause (y) of the last sentence of Section 14, the Disclosing Accessing Party may immediately terminate any such person’s access to the Systems and, if such person’s access is terminated, shall and immediately notify the Accessing Granting Party. In addition, a material failure to comply with the Disclosing Party’s security regulations shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety. (b) The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Each Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip cooperate with the other party to identify and eradicate) such Disabling Procedures and carry out relevant Granting Party in investigating any recovery necessary to remedy any impact of such Disabling Procedurespossible issues resulting from System’s access described in the preceding sentence.

Systems Security. (a) If either Party the Service Provider, the Service Recipient, or any of its their respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is personnel will be given access to any of the Service Provider’s or the Service Recipient’s, as applicable, computer system(s), facilities, networks (including voice or data networks) systems or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision performance of the Services, the Accessing accessing Party or its personnel, as the case may be, shall comply with the Disclosing all of such other Party’s system security regulationspolicies, which shall be provided by the Disclosing Party prior to access procedures and requirements to the Systems. The Accessing extent provided to the accessing Party or its personnel (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing such other Party. The Accessing . (b) Each Party shall (i) ensure that only those users of its personnel who are specifically authorized to gain have access to the other’s Systems of the other Party gain such access access, and (ii) 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. (c) The Service Provider, the Service Recipient, and their respective personnel shall access and use only those Systems, and only such data and information within such Systems, to such Party and its personnel have been granted access. If Each Party shall have the right to deny the personnel of the other Party access to such Party’s Systems, after prior written notice, in the event the Party reasonably believes that such personnel pose a security concern. If, at any time the Disclosing 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 Accessing other Party has sought to circumvent or has circumvented the Disclosing Party’s security regulations or other security or audit measures accessed its Systems, or that an unauthorized person has accessed the other Party or may access the Disclosing Party’s Systems or a person any of its personnel has engaged in activities that may lead to the unauthorized access, destruction or use, destruction, alteration or loss of data, information or software, the Disclosing such Party may shall immediately terminate any such personpersonnel’s access to the Systems and, if such person’s access is terminated, shall and immediately notify the Accessing other Party in writing. (d) All user identification numbers and passwords of a Party disclosed to the other Party. In addition, a material failure to comply and any information obtained from the use of such disclosing Party’s Systems, shall be deemed Service Provider Confidential Information or Service Recipient Confidential Information, as applicable, of the disclosing Party. (e) Each Party will cooperate with the Disclosing other Party in investigating any apparent unauthorized access to such Party’s Systems or any apparent unauthorized release by a Party or such Party’s personnel of Service Provider Confidential Information or Service Recipient Confidential Information, as applicable. Each Party will immediately revoke any access to the other Party’s Systems once its personnel no longer have a need to access the other Party’s Systems. (f) The Service Provider and its Affiliates may take any steps reasonably necessary to protect the security regulations and integrity of their information technology and other systems against breaches of the Security Regulations by the Service Recipient or other security threats arising out of the interconnection between such systems and those of the Service Recipient, including termination of any such interconnection, provided that (i) the Service Provider and its Affiliates shall use reasonable efforts not to adversely affect the Services, and to minimize any such adverse effect that could occur, and (ii) if such steps result in any interruption of Services received by the Service Recipient, the Service Provider shall resume the provision of the Services as soon as reasonably practicable after such breach or other threat has been resolved and the Service Provider has received assurances from the Service Recipient in a form reasonably acceptable to the Service Provider that the Service Recipient is and will continue to be in compliance with all applicable Security Regulations. Any adverse impact or interruption to the Services that occurs as a result of the Service Provider or its Affiliates exercising their rights under this Section 5.3 shall not be deemed a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety. (b) The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party Service Provider or a failure by the Service Provider or its Affiliates to be included in provide the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling ProceduresServices.

Systems Security. (a) If either Party or any of its respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) When Buyer is given access to the Seller’s computer system(s), facilities, networks (including voice or data networks) or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision of the ServicesTransition Services or Migration Plan, the Accessing Party Buyer shall comply with all lawful security regulations reasonably required by Seller from time to time “Security Regulations”), including without limitation the Disclosing Party’s security regulationsrequirements set forth on Annex B hereto, which shall be provided by the Disclosing Party prior to access to the Systems. The Accessing Party and will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing PartySeller. The Accessing Party Buyer’s Related Parties may be required to execute a separate system access agreement for individuals who are to have access to Seller’s Systems. Buyer shall (i) ensure that only those users who are specifically authorized to gain access to the otherSeller’s Systems as necessary to utilize the Transition Services or assist with the Migration gain such access and (ii) prevent that such users do not engage in unauthorized destruction, alteration or loss of information contained therein. If at any time the Disclosing a Party determines that any personnel of the Accessing Party Buyer has sought to circumvent or has circumvented the Disclosing PartySeller’s security regulations Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access the Disclosing PartySeller’s Systems or a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of data, information or software, to the Disclosing Party may extent within Buyer’s control, Buyer or Seller, as appropriate, shall immediately terminate any such person’s access to the Seller’s Systems and, if such person’s access is terminated, shall and immediately notify the Accessing PartySeller. In addition, a material failure to comply with the Disclosing Party’s security regulations Security Regulations shall be a breach of this Agreement; in which case, Seller shall notify Buyer and the both Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulationssaid breach. If any the breach of the Disclosing Party’s security regulations is not rectified within ten (10) days following of its occurrence, the Disclosing Party Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinators, Seller shall be entitled to immediately terminate the Transition Services to which the breach relates or, if it relates to all until such time as the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entiretybreach is remedied. (b) The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Systems Security. (a) If either Party or Buyer shall receive access to any of its respective Subsidiaries (such Party together with its SubsidiariesSeller’s computer facilities, the “Accessing Party”) is given access to the computer system(s), facilities, networks (including voice or data networksdata) or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision performance of the Transition Services, the Accessing Party Buyer shall comply with the Disclosing Party’s all system security regulationspolicies, which shall procedures and requirements that may be provided by Seller to Buyer in writing from time to time (the Disclosing Party prior to access to the Systems. The Accessing Party will “Security Regulations”) and shall not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing PartySeller. The Accessing Party Any employee of Buyer or any of its Subsidiaries or Affiliates that is expected to have access to Seller’s Systems or that accesses Seller’s Systems shall (i) be required to execute a separate system access agreement. Buyer shall ensure that only those users employees of Buyer who are specifically authorized to gain access to the otherSeller’s Systems and no other employees of Buyer will gain such access and (ii) shall prevent unauthorized destruction, alteration or loss of information contained thereintherein by employees of Buyer. If at any time the Disclosing Party ▇▇▇▇ ▇▇▇▇▇▇ determines that any personnel of the Accessing Party Buyer of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Disclosing PartySeller’s security regulations or other security or audit measures Security Regulations or that an unauthorized person Person has accessed or may access the Disclosing PartySeller’s Systems or a person Person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, the Disclosing Party Seller may immediately terminate any such personPerson’s access to the Systems and, if such person’s access is terminated, and shall immediately promptly notify the Accessing PartyBuyer. In addition, a material failure by any employee of Buyer or any of its Subsidiaries or Affiliates to comply with the Disclosing PartySeller’s security regulations Security Regulations shall be a breach of this Agreement, in which case, Seller shall notify Buyer and the Parties such Parties, through their Service Coordinators, who shall work together to rectify any remediate the cause of said breach. Notwithstanding the foregoing, if such failure breach is reasonably likely to comply with the Disclosing Partyhave a material adverse affect on Seller’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrencecomputer facilities, the Disclosing Party systems, networks or software, Seller shall be entitled to immediately terminate the Transition Services to which the breach relates or, if it relates by written notice to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entiretyBuyer. (b) The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Systems Security. (a) If either Party or any of its respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is given access to the computer system(s), facilities, networks (including voice or data networks) or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision of the Services, the Accessing Party shall comply with the Disclosing Party’s security regulations, which shall be provided by the Disclosing Party prior to access to the Systems. The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing Party. The Accessing Party shall (i) ensure that only those users who are specifically authorized to gain access to the other’s Systems gain such access and (ii) prevent unauthorized destruction, alteration or loss of information contained therein. If at any time the Disclosing Party determines that any personnel of the Accessing Party has sought to circumvent or has circumvented the Disclosing Party’s security regulations or other security or audit measures or that an unauthorized person has accessed or may access the Disclosing Party’s Systems or a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of data, information or software, the Disclosing Party may immediately terminate any such person’s access to the Systems and, if such person’s access is terminated, shall immediately notify the Accessing Party. In addition, a material failure to comply with the Disclosing Party’s security regulations shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety. (b) The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Systems Security. (a) If either Party the Service Recipient, or any of its respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is personnel will be given access to the any of Seller’s computer system(s), facilities, networks (including voice or data networks) systems or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the “Disclosing Party”) in connection with the provision receipt of the Services, Service Recipient or its personnel, as the Accessing Party case may be, shall comply with all of such Seller’s system security policies, procedures and requirements (as amended from time to time, the Disclosing Party’s security regulations“Security Regulations”), which shall be provided by the Disclosing Party prior to access to the Systems. The Accessing Party and will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing Party. The Accessing Party Seller. (b) Service Recipient shall (i) ensure that only those users of its personnel who are specifically authorized to gain have access to the otherSeller’s Systems gain such access access, and (ii) 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. (c) The Service Recipient and its personnel shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. If Seller shall have the right to deny the Service Recipient’s personnel access to Seller’s Systems in the event Seller reasonably believes that such personnel pose a security concern. If, at any time the Disclosing Party time, Seller determines that the Service Recipient or its personnel has sought to circumvent, or has circumvented, Seller’s Security Regulations, that any unauthorized personnel of the Accessing Party has sought to circumvent or has circumvented the Disclosing Party’s security regulations or other security or audit measures or that an unauthorized person Service Recipient has accessed or may access the Disclosing PartySeller’s Systems or a person that the Service Recipient or any of its personnel has engaged in activities that may lead to the unauthorized access, destruction or use, destruction, alteration or loss of data, information or software, the Disclosing Party Seller may immediately terminate any such personpersonnel’s access to the Systems and, if such person’s access is terminated, shall and immediately notify the Accessing Party. In additionService Recipient in writing. (d) All user identification numbers and passwords disclosed to the Service Recipient and any information obtained from the use of Seller’s Systems, a material failure to comply with the Disclosing Party’s security regulations shall be deemed Seller Confidential Information. (e) The Service Recipient will cooperate with Seller in investigating any apparent unauthorized access to Seller’s Systems or any apparent unauthorized release by the Service Recipient or its personnel of Seller Confidential Information. The Service Recipient will (i) immediately notify the Seller in writing if the Service Recipient has revoked access to its own Systems to any of its personnel if such personnel also has access to Seller’s Systems and (ii) will immediately revoke any access to Seller’s Systems. (f) The Seller will cooperate with Service Recipient in investigating any apparent unauthorized access to Service Recipient’s computers or systems (“SR Systems”) or any apparent unauthorized release by the Seller or its personnel of Service Recipient Confidential Information or Customer Data to the extent related to the Services. Seller shall not have access to the SR Systems, other than physical access to the equipment. (g) Seller and its Affiliates may take any steps reasonably necessary to protect the security and integrity of their information technology and other systems against breaches of the Security Regulations by the Service Recipient or other security threats arising out of the interconnection between such systems and those of the Service Recipient, including termination of any such interconnection, provided that (i) Seller and its Affiliates shall use reasonable efforts not to adversely affect the Services, and to minimize any such adverse effect that could occur, and (ii) if such steps result in any interruption of Services received by the Service Recipient, Seller shall resume the provision of the Services as soon as reasonably practicable after such breach or other threat has been resolved and Seller has received assurances from the Service Recipient in a form reasonably acceptable to Seller that the Service Recipient is and will continue to be in compliance with all applicable Security Regulations. Any adverse impact or interruption to the Services that occurs as a result of Seller or its Affiliates exercising their rights under this Section shall not be deemed a breach of this Agreement, and Agreement by Seller or a failure by Seller or its Affiliates to provide the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entiretyServices. (bh) The Accessing Party represents and warrants In relation to the Disclosing Party that all software codeServices, any related deliverables Seller shall maintain its security policies and any data or information input into any Systems procedures consistent with those in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any place as of the Disclosing Party’s SystemsClosing Date, data or other electronically stored information (collectivelywhich such security policies are, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreementcontext of the services to which they apply, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Proceduresreasonable.