Common use of Information Technology Security and other IT Related Matters Clause in Contracts

Information Technology Security and other IT Related Matters. (a) No Party shall, and each Party shall not permit its Affiliates and its and their applicable vendors to, access or use the information systems of any other Party made available under any Services Agreement, except as expressly permitted and required for receipt or provision of the Services, as applicable, and as contemplated to otherwise perform its obligations or exercise its rights under this Agreement or any Services Agreement. (b) Each Party under a Services Agreement (and its Affiliates and their respective third party vendors) shall not tamper with, compromise or attempt to circumvent, any physical or electronic security or audit measures employed by any other Party, to such Services Agreement (and its Affiliates and their respective third party vendors). Each Service Recipient Party under a Services Agreement shall not, without the applicable Service Provider Party’s express written consent or as otherwise provided in this Agreement, and without complying with such Service Provider Party’s security policies and procedures, access any computer system of such Service Provider Party or its Affiliates or remove from such Service Provider Party’s or its Affiliates’ premises any of such Service Provider Party’s or its Affiliates’ Confidential Information or any other property of such Service Provider Party, its Affiliates, employees, franchisees, members, or customers. Each such Service Provider Party (including its third party vendors) under a Services Agreement shall not, without the applicable Service Recipient Party’s consent or as otherwise provided in this Agreement, and without complying with such Service Recipient Party’s security policies and procedures, access any computer system of such Service Recipient Party or its Affiliates or remove from such Service Recipient Party’s or its Affiliates’ premises any of such Service Recipient Party’s or its Affiliates’ Confidential Information or any other property of the Service Recipient, its Affiliates, employees, franchisees, members, or customers. (c) Each Service Recipient Party and each Service Provider Party under a Services Agreement (and its respective Affiliates and its and their respective third party vendors) shall comply with (i) any and all applicable privacy and information security laws, regulations, statutes, and guidelines, and (ii) the policies, standards, and guidelines for privacy, information protection, and information and system security in effect as of the Effective Date, including the Cendant GiSEC Global Security Program and Enterprise Policies and Baseline Standards in effect as of the Effective Date, as such may be modified by mutual agreement of the Parties to address security exposures and risks that may be discovered, such agreement not to be unreasonably withheld or delayed. Each of the Parties shall maintain security controls over resources it provides hereunder or personnel who may access any other Party’s (or such other Party’s Affiliates’) electronic mail, Web site, systems, or Confidential Information, which controls shall protect the confidentiality, privacy, integrity and availability of information. (d) No Party shall, and shall cause its Affiliates to not, introduce into any computer systems, databases, or software of any other Party or its Affiliates, or of any third party to which access is provided, any viruses or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down any other Party’s or its Affiliates’ or applicable third parties’ computer systems, databases, software, or other information or property. To the extent that any Party will (i) perform services or tasks via any electronic means (including, but not limited to, electronic mail, Web site, and/or the Internet), and/or (ii) provide or cause to be provided to any other Party or its Affiliates with access to its electronic mail systems, Web sites, computer systems, and/or other Internet systems, the performing or providing Party shall implement or cause to be implemented industry-standard security to protect the other Party’s, its Affiliates’ and applicable third parties’ computer systems, network devices and/or the data processed thereon against the risk of penetration by, or exposure to, a third party. Unless otherwise agreed to by the Parties, any hardware or software accessed by the other Party or its Affiliates or provided to a Party by another Party in connection with the Services shall remain the original Party’s property (as the case may be) and must be surrendered upon the original Party’s request and/or when the Services terminate or expire.

Information Technology Security and other IT Related Matters. (a) No Party shall, and each Party shall not permit its Affiliates Subsidiaries and its and their applicable vendors to, access or use the information systems of any the other Party made available under any Services Agreement, except as expressly permitted and required for receipt or provision of the Services, as applicable, and as contemplated to otherwise perform its obligations or exercise its rights under this Agreement or any Services Agreement. (b) Each Party under a Services Agreement (and its Affiliates Subsidiaries and their respective third party vendors) shall not tamper with, compromise or attempt to circumvent, any physical or electronic security or audit measures employed by any the other Party, to such Services Agreement (and its Affiliates Subsidiaries and their respective third party vendors). Each The Service Recipient Party under a Services Agreement shall not, without the applicable Service Provider PartyProvider’s express written consent or as otherwise provided in this Agreement, and without complying with such Service Provider PartyProvider’s security policies and procedures, access any computer system of such Service Provider Party or its Affiliates Subsidiaries or remove from such Service Provider PartyProvider’s or its AffiliatesSubsidiaries’ premises any of such Service Provider PartyProvider’s or its AffiliatesSubsidiaries’ Confidential Information or any other property of such Service Provider PartyProvider, its AffiliatesSubsidiaries, employees, franchisees, members, or customers. Each such The Service Provider Party (including its third party vendors) under a Services Agreement shall not, without the applicable Service Recipient PartyRecipient’s consent or as otherwise provided in this Agreement, and without complying with such Service Recipient PartyRecipient’s security policies and procedures, access any computer system of such Service Recipient Party or its Affiliates Subsidiaries or remove from such Service Recipient PartyRecipient’s or its AffiliatesSubsidiaries’ premises any of such Service Recipient PartyRecipient’s or its AffiliatesSubsidiaries’ Confidential Information or any other property of the Service Recipient, its AffiliatesSubsidiaries, employees, franchisees, members, or customers. (c) Each The Service Recipient Party and each the Service Provider Party under a Services Agreement (and its respective Affiliates Subsidiaries and its and their respective third party vendors) shall comply with (i) any and all applicable privacy and information security laws, regulations, statutes, and guidelines, and (ii) the policies, standards, and guidelines for privacy, information protection, and information and system security in effect as of the Effective Date, including the Cendant GiSEC Global Security Program and Enterprise Policies and Baseline Standards in effect as of the Effective Datedate hereof, as such may be modified by mutual agreement of the Parties to address security exposures and risks that may be discovered, such agreement not to be unreasonably withheld or delayed. Each of the Parties shall maintain security controls over resources it provides hereunder or personnel who may access any the other Party’s (or such the other Party’s AffiliatesSubsidiaries’) electronic mail, Web site, systems, or Confidential Information, which controls shall protect the confidentiality, privacy, integrity and availability of information. (d) No Party shall, and shall cause its Affiliates Subsidiaries to not, introduce into any computer systems, databases, or software of any the other Party or its AffiliatesSubsidiaries, or of any third party to which access is provided, any viruses or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down any the other Party’s or its AffiliatesSubsidiaries’ or applicable third parties’ computer systems, databases, software, or other information or property. To the extent that any either Party will (i) perform services or tasks via any electronic means (including, but not limited to, electronic mail, Web site, and/or the Internet), and/or (ii) provide or cause to be provided to any the other Party or its Affiliates Subsidiaries with access to its electronic mail systems, Web sites, computer systems, and/or other Internet systems, the performing or providing Party shall implement or cause to be implemented industry-standard security to protect the other Party’s, its AffiliatesSubsidiaries’ and applicable third parties’ computer systems, network devices and/or the data processed thereon against the risk of penetration by, or exposure to, a third party. Unless otherwise agreed to by the Parties, any hardware or software accessed by the other Party or its Affiliates Subsidiaries or provided to a one Party by another the other Party in connection with the Services shall remain the original Party’s property (as the case may be) and must be surrendered upon the original Party’s request and/or when the Services terminate or expire.

Information Technology Security and other IT Related Matters. (a) No Party Neither ADSX nor VeriChip shall, and each Party nor shall not ADSX nor VeriChip permit its Affiliates and affiliates or its and their applicable vendors to, access or use the information systems of any other Party party made available under any Services in connection with this Agreement, except as expressly permitted and required for receipt or provision of the Transition Services or Additional Services, as applicable, and as contemplated to otherwise perform its obligations or exercise its rights under this Agreement or any Services Agreement. (b) Each Party under a Services Agreement (and its Affiliates and their respective third party vendors) No one shall not tamper with, compromise or attempt to circumvent, any physical or electronic security or audit measures employed by any other Party, to such Services Agreement party (and or its Affiliates affiliates and their respective third party vendors). Each Service Recipient Party under a Services Agreement ADSX and VeriChip shall not, without the applicable Service Provider Party’s express written consent of the other party or as otherwise provided in this Agreement, and without complying with such Service Provider Partyparty’s security policies and procedures, access any computer system of such Service Provider Party or its Affiliates other party or remove from such Service Provider Partyparty’s or its Affiliates’ premises any of such Service Provider Partyparty’s or its Affiliates’ Confidential Information confidential information or any other property of such Service Provider Partyparty, its Affiliates, employees, franchisees, members, or customers. Each such Service Provider Party (including its third party vendors) under a Services Agreement shall not, without the applicable Service Recipient Party’s consent or as otherwise provided in this Agreement, and without complying with such Service Recipient Party’s security policies and procedures, access any computer system of such Service Recipient Party or its Affiliates or remove from such Service Recipient Party’s or its Affiliates’ premises any of such Service Recipient Party’s or its Affiliates’ Confidential Information or any other property of the Service Recipient, its Affiliatesaffiliates, employees, franchisees, members, or customers. (c) Each Service Recipient Party ADSX and each Service Provider Party under a Services Agreement (and its respective Affiliates and its and their respective third party vendors) VeriChip shall comply with (i) any and all applicable privacy and information security laws, regulations, statutes, and guidelines, and (ii) the policies, standards, and guidelines for privacy, information protection, and information and system security in effect as of the Effective Date, including the Cendant GiSEC Global Security Program and Enterprise Policies and Baseline Standards in effect as of the Effective Date, as such may be modified by mutual agreement of the Parties to address security exposures and risks that may be discovered, such agreement not to be unreasonably withheld or delayed. Each of the Parties party shall maintain security controls over resources it provides hereunder or personnel who may access any the other Partyparty’s (or such other Partyparty’s Affiliatesaffiliates’) electronic mail, Web site, systems, or Confidential Informationconfidential information, which controls shall protect the confidentiality, privacy, integrity and availability of information. (d) No Party shall, and Neither ADSX nor VeriChip shall cause its Affiliates to not, knowingly or willfully introduce into any computer systems, databases, or software of any the other Party party or its Affiliatesaffiliates, or of any third party to which access is provided, any viruses or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down any the other Partyparty’s or its Affiliatesaffiliates’ or applicable third parties’ computer systems, databases, software, or other information or property. To the extent that any Party ADSX will (i) perform services or tasks via any electronic means (including, but not limited to, electronic mail, Web site, and/or the Internet), and/or (ii) provide or cause to be provided to any other Party another party or its Affiliates with affiliates access to its electronic mail systems, Web sites, computer systems, and/or other Internet systems, the performing or providing Party ADSX shall implement or cause to be implemented industry-standard security to protect the other Party’s, its Affiliates’ VeriChip’s and any applicable third parties’ computer systems, network devices and/or the data processed thereon against the risk of penetration by, or exposure to, a third party. Unless otherwise agreed to by the Partiesto, any hardware or software accessed by the other Party or its Affiliates any party or provided to a Party by another Party party in connection with the Transition Services or Additional Services shall remain the original Partyparty’s property (as the case may be) and must be surrendered upon the original Partyparty’s request and/or when the Services terminate or expirethis Agreement terminates.