Information Technology and Data Security Sample Clauses
Information Technology and Data Security. (a) To Seller’s Knowledge, the Transferred IT Assets are functioning properly (in the case of hardware, ordinary wear and tear excepted) in all material respects as necessary for the conduct of the Business as currently conducted. Seller has implemented reasonable industry standard methods to seek to minimize the possibilities of the introduction of viruses, trojan horses, backdoors or other malicious code into the Transferred IT Assets and, to Seller’s Knowledge, the Transferred IT Assets do not contain any such malicious code or defect, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Business. Except for (i) the services to be provided in the Transition Services Agreement and (ii) as set forth in Schedule 5.7, and subject to the receipt of the necessary consents to transfer any Transferred Contracts, any Seller Data included in the Purchased Assets will continue to be available for Processing by Buyer following the Closing on substantially the same terms and conditions as existed immediately before the Closing in all material respects (subject to any related services provided under the Transition Services Agreement).
(b) Since January 1, 2023, Seller and, with respect to the Processing of Seller Data, to Seller’s Knowledge, its Data Processors have, with respect to the Business, complied in all material respects with all applicable Laws and Contracts relating to privacy, data security and the processing of personal information collected, used or held for use by the Business. To Seller’s Knowledge, Seller has in place Contracts with all Data Processors to ensure that the Data Processor maintains the confidentiality and security of the Seller Data and materially complies at all times with applicable privacy and data security Laws, and such Contracts include Processing provisions as required under such Laws. Seller has, with respect to the Business, taken commercially reasonable measures designed to ensure that personal information is protected against unauthorized access, use, or disclosure.
(c) To Seller’s Knowledge, since January 1, 2023, Seller and its Data Processors have not suffered any material security breach and have not been and are not required to report any security breach to any Governmental Entity or any affected individual, in either case in connection with the Business.
Information Technology and Data Security. You must ensure that you follow the school security procedures in relation to the use of computers and the proper management of computer-held information. Particular care must be taken to follow established procedures when using passwords and when logging on and off. You must never share passwords because this could lead to someone without authorisation accessing the system. Failure to follow the security procedures could lead to disciplinary action. You must comply with the school’s and trust policies on computer use when you use the Internet or the Local Authority intranet. These may include policies on Internet and Email Usage and Electronic Communication Systems. You must comply with any relevant laws when you access the Internet or intranet. Please refer to the school’s Social Media Policy for Teaching and Support Staff in order to make yourself aware of expectations of appropriate use of social media applications. You must ensure that your actions do not adversely affect the reputation of the school or expose the school to legal and governance risks, and that safeguarding of children and young people is not threatened by use of social media. Written information is sometimes specially protected, for example, where disclosure is illegal. You must take care to make sure it remains protected. If you are unsure about security controls, talk to your Headteacher or the person in charge of the information protected by them. It is your responsibility to ensure any information is protected and not disclosed to anyone who does not have a legal right to that information, and to ensure that any information is not used for any purpose other than that of which is was gathered. The following legislation governs aspects of the Local Authority’s information security arrangements. This list is not exhaustive: Computer Misuse Act 1990 Copyright Designs and Patents Act 1988 Data Protection Act 1998 Electronic Communications Act 2000 Environmental Information Regulations 2004 Freedom of Information Act 2000 Human Rights Act 1998 Regulation of Investigatory Powers Act 2000 Re-use of Public Sector Information Regulations 2005
Information Technology and Data Security. 8.1 Assuming the completion of the Migration and Separation, the Transferred IT Infrastructure Systems in conjunction with the services provided under the Transitional Services Agreement are sufficient for the operation of the Divestment Business in a manner substantially similar to the manner in which the Divestment Business was operated in the 24 (twenty-four) months prior to the Signing Date. The Transferred IT Infrastructure Systems are in reasonable operating order and in the 12 (twelve) months prior to the Signing Date have been substantially fulfilling the purposes for which they were acquired without material downtime, errors, failures or breakdowns. The Seller and its Affiliates have taken commercially reasonable steps to provide for the security, continuity and integrity of the Transferred IT Infrastructure Systems and the back-up and recovery of data and information stored or contained therein and reasonably to prevent and guard against any material unauthorized access or use thereof, in each case in all material respects. To the Seller's knowledge, there have been no material unauthorized intrusions or breaches of security of any of the Transferred IT Infrastructure Systems in the 12 (twelve) months prior to the Signing Date.
8.2 With respect to the Divestment Business, the Seller's Group maintains (i) systems and processes to record and monitor any consent or refusal or withdrawal of any consent from any Person relating to the delivery of direct marketing material to such Person, and (ii) reasonably detailed records of all such consents or refusals or withdrawals, in each case to the extent sufficient for the operations of the Divestment Business as conducted in the 12 (twelve) months prior to the Signing Date.
8.3 With respect to the Divestment Business, the Seller's Group (i) maintains policies with respect to data security and data privacy (including the collection, use, storage, processing, transfer or disclosure of personal information), (ii) materially complies with and, to the Seller's knowledge, during the 12 (twelve) months prior to the Signing Date has complied in all material respects with all applicable Laws with respect to data security and data privacy and (iii) has reasonable safeguards in place to protect personal data and other sensitive data in its possession or control from unauthorized access by Persons, including the Seller's and its Affiliates' employees, independent contractors and consultants. To the Seller's knowledge,...
Information Technology and Data Security. (a) To Seller’s Knowledge, the IT Assets (i) are functioning properly (in the case of hardware, ordinary wear and tear excepted) in all material respects as required by Seller for the support of the Business; and (ii) are not suffering any material error, breakdown, failure, or security breach that, since January 1, 2022, has caused unauthorized disclosure or corruption of material Business Confidential Information or material disruption or interruption to the Business or the operation of the IT Assets. Seller has used commercially reasonable efforts to minimize the possibility the introduction of viruses, trojan horses, backdoors or other malicious code into the IT Assets.
(b) Seller has, with respect to the Business, since January 1, 2022, complied in all material respects with all applicable Laws and Contracts relating to privacy, data security and the processing of personal information collected, used or held for use by the Business. Seller has, with respect to the Business, taken commercially reasonable measures designed to ensure that personal information is protected against unauthorized access, use, or disclosure.
(c) Since January 1, 2021, Seller has not suffered any security breach that was reportable to any Governmental Entity or any affected individual, in either case in connection with the Business.