Common use of Sarbanes Oxley Compliance Clause in Contracts

Sarbanes Oxley Compliance. (a) D&B and its Affiliates may be subject to additional financial reporting and legal requirements imposed upon publicly traded companies. Among these legal requirements are those imposed by Section 404 of the Sarbanes Oxley Act of 2002, as the same may be amended from time to time, which requires management to evaluate and certify as to the maintenance of adequate internal controls over financial reporting. Accordingly, Acxiom agrees to abide by such D&B internal control procedures as D&B may, from time to time, maintain in effect with respect to the Services provided hereunder (including pursuant to SOWs hereunder), provided that (i) D&B shall give reasonable prior notice to Acxiom of such procedures, and any changes therein; and (ii) Acxiom shall have the ability, or can reasonably gain the ability, to comply with such procedures if and as so changed; provided further, that: (A) any changes to the Services necessary to comply with such internal control procedures shall be implemented pursuant to the Change Control Procedure, and (B) Acxiom shall be permitted to charge D&B for any such changes only to the extent that a change is in addition to activities Acxiom provides for itself or other Acxiom customers. D&B/Acxiom Confidential Information -51- (b) Failure by Acxiom to adequately conduct itself in accordance with such applicable internal control procedures, where such failure is material to D&B’s maintenance of adequate internal controls over financial reporting in areas being benefited by the Services, shall be grounds for D&B declaring a material breach by Acxiom of its performance under this Agreement.

Sarbanes Oxley Compliance. (a) D&B and its Affiliates may be subject to additional financial reporting and legal requirements imposed upon publicly traded companies. Among these legal requirements are those imposed by Section 404 of the Sarbanes Oxley Act of 2002, as the same may be amended from time to time, which requires management to evaluate and certify as to the maintenance of adequate internal controls over financial reporting. Accordingly, Acxiom Ensono agrees to abide by such D&B internal control procedures as D&B may, from time to time, maintain in effect with respect to the Services provided hereunder (including pursuant to SOWs hereunder), provided that (i) D&B shall give reasonable prior notice to Acxiom Ensono of such procedures, and any changes therein; and (ii) Acxiom Ensono shall have the ability, or can reasonably gain the ability, to comply with such procedures if and as so changed; provided further, that: (A) any changes to the Services necessary to comply with such internal control procedures shall be implemented pursuant to the Change Control Procedure, and (B) Acxiom Ensono shall be permitted to charge D&B for any such changes only to the extent that a change is in addition to activities Acxiom Ensono provides for itself or other Acxiom Ensono customers. D&B/Acxiom Confidential Information -51-. (b) Failure by Acxiom Ensono to adequately conduct itself in accordance with such applicable internal control procedures, where such failure is material to D&B’s maintenance of adequate internal controls over financial reporting in areas being benefited by the Services, shall be grounds for D&B declaring a material breach by Acxiom Ensono of its performance under this Agreement.