Common use of Systems Security Clause in Contracts

Systems Security. (a) If either Party, or its Personnel or clients, will be given access to the other Party’s computer systems or software (“Systems”) in connection with the Provision of the Services, the accessing Party, its Personnel, or its clients, as the case may be, shall comply with all of such other Party’s written 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 reasonable best efforts to ensure that only those of its Personnel and its clients 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 and its clients 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 (i) a Party, its Personnel or its clients has sought to circumvent, or has circumvented, the Security Regulations, (ii) that any unauthorized Personnel or clients of a Party has accessed its Systems or (iii) that a Party, any of its Personnel or any of its clients has engaged in activities that may lead or have led to the unauthorized access, use, destruction, alteration or loss of data, information or software, (in each of clauses (i), (ii), and (iii) of this Section, the Party referred to therein being the “Non-Harmed Party”), the Non-Harmed Party shall, upon receipt of notification from the harmed Party or its otherwise becoming aware of such matter, immediately suspend its Personnel’s or client’s access to the Systems until such time that the Parties may reasonably agree to restore such access. (d) Each of KCG, BATS and their respective Personnel and clients, 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. Any Party shall have the right to deny the Personnel and clients of the other Party access to such Party’s Systems, after prior written notice, in the event the Party reasonably believes that such Personnel or clients pose a security concern. (e) 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 Confidential Information of the disclosing Party.

Systems Security. (a) If either Party, Party or its Personnel or clients, will be given access to any of the other Party’s computer systems or software of the other Party or any party performing the Services on its behalf (“Systems”) in connection with the Provision performance of the Services, the accessing Party, Party and its Personnel, or its clients, as the case may be, Personnel shall comply with all of such other Party’s written system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partythe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable best efforts to ensure that only those of its their respective Personnel and its clients 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 and its clients 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 (i) a Party, its any Personnel of the other Party or its clients Affiliates has sought to circumvent, or has circumvented, the its Security Regulations, (ii) that any unauthorized Personnel of the other Party or clients of a Party its Affiliates has accessed its Systems or (iii) that a Party, any Personnel of the other Party or its Personnel or any of its clients Affiliates has engaged in activities that may lead or have led to the unauthorized access, use, destruction, alteration or loss of data, information or software, (in each of clauses (i), (ii), and (iii) of this Section, the such Party referred to therein being the “Non-Harmed Party”), the Non-Harmed Party shall, upon receipt of notification from the harmed Party or its otherwise becoming aware of shall immediately terminate any such matter, immediately suspend its Personnel’s or client’s access to the Systems until such time that and immediately notify the Parties may reasonably agree to restore such accessother Party. (d) Each of KCGHoneywell, BATS AdvanSix and their respective Personnel and clientsPersonnel, 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. Any Party shall have the right to deny the Personnel and clients of the other Party access to such Party’s Systems, after prior written noticenotice and consultation with the other Party, in the event the Party reasonably believes that such Personnel or clients pose a security concern. (e) All user identification numbers If a Party or any of its Affiliates is a party to a Change in Control Transaction, as defined below, such Party shall promptly, but no later than 30 days prior to the close of the Change in Control Transaction, permanently delete from its Systems and passwords destroy all confidential Information pertaining to the other Party or its Affiliates and, at the request and option of such Party, provide evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred and/or allow an audit by an independent consultant identified and selected by the other Party and reasonably acceptable to the Party to confirm such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 50% of the assets of a Party disclosed to and its subsidiaries, taken as a whole (based on the other Partyfair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any information obtained from such case through the use acquisition of such disclosing one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 50% of a Party’s Systems, shall be deemed Confidential Information of the disclosing Partyequity securities.

Systems Security. (a) If either Party, Party or its Personnel or clients, will be given access to any of the other Party’s computer systems or software of the other Party or any party performing the Services on its behalf (“Systems”) in connection with the Provision performance of the Services, the accessing Party, Party and its Personnel, or its clients, as the case may be, Personnel shall comply with all of such other Party’s written system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partythe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable best efforts to ensure that only those of its their respective Personnel and its clients 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 and its clients 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 (i) a Party, its any Personnel of the other Party or its clients Affiliates has sought to circumvent, or has circumvented, the its Security Regulations, (ii) that any unauthorized Personnel of the other Party or clients of a Party its Affiliates has accessed its Systems or (iii) that a Party, any Personnel of the other Party or its Personnel or any of its clients Affiliates has engaged in activities that may lead or have led to the unauthorized access, use, destruction, alteration or loss of data, information or software, (in each of clauses (i), (ii), and (iii) of this Section, the such Party referred to therein being the “Non-Harmed Party”), the Non-Harmed Party shall, upon receipt of notification from the harmed Party or its otherwise becoming aware of shall immediately terminate any such matter, immediately suspend its Personnel’s or client’s access to the Systems until such time that and immediately notify the Parties may reasonably agree to restore such accessother Party. (d) Each of KCGHoneywell, BATS AdvanSix and their respective Personnel and clientsPersonnel, 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. Any Party shall have the right to deny the Personnel and clients of the other Party access to such Party’s Systems, after prior written noticenotice and consultation with the other Party, in the event the Party reasonably believes that such Personnel or clients pose a security concern. (e) 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 Confidential Information of the disclosing Party.

Systems Security. (a) If either Party, Party or its Personnel or clients, will be given access to any of the other Party’s computer systems or software of the other Party or any party performing the Services on its behalf (“Systems”) in connection with the Provision performance of the Services, the accessing Party, Party and its Personnel, or its clients, as the case may be, Personnel shall comply with all of such other Party’s written system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partythe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable best efforts to ensure that only those of its their respective Personnel and its clients 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 and its clients 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 (i) a Party, its any Personnel of the other Party or its clients Affiliates has sought to circumvent, or has circumvented, the its Security Regulations, (ii) that any unauthorized Personnel of the other Party or clients of a Party its Affiliates has accessed its Systems or (iii) that a Party, any Personnel of the other Party or its Personnel or any of its clients Affiliates has engaged in activities that may lead or have led to the unauthorized access, use, destruction, alteration or loss of data, information or software, (in each of clauses (i), (ii), and (iii) of this Section, the such Party referred to therein being the “Non-Harmed Party”), the Non-Harmed Party shall, upon receipt of notification from the harmed Party or its otherwise becoming aware of shall immediately terminate any such matter, immediately suspend its Personnel’s or client’s access to the Systems until such time that and immediately notify the Parties may reasonably agree to restore such accessother Party. (d) Each of KCGHoneywell, BATS AdvanSix and their respective Personnel and clientsPersonnel, 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. Any Party shall have the right to deny the Personnel and clients of the other Party access to such Party’s Systems, after prior written noticenotice and consultation with the other Party, in the event the Party reasonably believes that such Personnel or clients pose a security concern. (e) All user identification numbers A Party subject to a Change in Control (as defined below) shall permanently delete from its Systems and passwords destroy all confidential Information pertaining to the other Party or its Affiliates and, at the request of such Party, provide evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 50% of the assets of a Party disclosed to and its subsidiaries, taken as a whole (based on the other Partyfair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any information obtained from such case through the use acquisition of such disclosing one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 50% of a Party’s Systems, shall be deemed Confidential Information of the disclosing Partyequity securities.