Security and Information Technology Sample Clauses

Security and Information Technology. The Contractor shall incorporate appropriate safeguards to ensure the availability, integrity, and confidentiality of information and information technology resources utilized in support of this contract. Safeguards shall be commensurate with the sensitivity or criticality of the resources and shall be sufficient to minimize the risk to NASA’s mission and credibility. The contractor shall be responsible for information and information technology (IT) security when physical or electronic access to NASA’s computer systems, networks, or IT infrastructure is required or when information systems are used to store, generate, process or exchange information with NASA or on behalf of NASA, regardless of whether the information resides on NASA’s or a contractor’s information system. At the completion of the contract, the contractor shall return all NASA information and IT resources provided to the contractor during the performance of the contract and certify that all NASA information has been purged from contractor-owned systems used in the performance of the contract. The contractor shall submit a Contractor Information Technology Security Program Plan (CITSPP) in accordance with DRD 1163CD-001.
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Security and Information Technology. (i) The Compa ny and its Subsidiaries each have in plac e, maintain, and comply with, D F R P S U H K H Q V L Y HSecurity PZrogUramL W· W:
Security and Information Technology. Except as set out in Section 2.28 of the Parent Disclosure Schedule, all information systems used by or on behalf of the Parent or its Subsidiaries, including hardware, Software, databases, firmware, telecommunications and related cabling, wiring and peripherals (collectively, “IT Systems”) are: (A) in good working order and conditions, reasonable wear and tear excepted; (B) have been used and maintained in all material respects in accordance with their documentation, licenses, manufacturer requirements and applicable insurance policies; (C) fulfill the purposes for which they were acquired or developed in all material respects; (D) have security, back-ups and disaster recovery arrangements in place which are updated and tested regularly by duly accredited and independent third parties; and (E) have in place hardware and Software support, maintenance and trained personnel, that are sufficient in all material respects for the current and anticipated future needs of the Parent and the Subsidiaries. Except as set out in Section 2.28 of the Parent Disclosure Schedule, Parent and its Subsidiaries have in place data security and cybersecurity controls, including organizational, technological and physical security measures which are reasonable in relation to the sensitivity of the data collected and held by Parent and its Subsidiaries. In the past three (3) years, neither the Parent nor its Subsidiaries have experienced any material outages, including of any Parent IT Assets or any IT Systems, or losses of data and has not experienced any material defects in design, workmanship or material with respect to the Parent IT Assets or any IT Systems. Except as set out in Section 2.28 of the Parent Disclosure Schedule, no part of the IT Systems is inoperative or prone to material malfunctions or errors, the result of which is having or could reasonably be expected to have a Parent Material Adverse Effect. Except as set out in Section 2.28 of the Parent Disclosure Schedule, the Parent and its Subsidiaries have in place policies, practices and procedures to ensure the continuity of their normal day to day business operations in the Ordinary Course and consistent with past practice, in the event of any cyber incident in respect of the IT Systems (such as ransomware or distribution denial of service attacks). Neither the Parent nor its Subsidiaries have been the subject of any internal or external audit which has identified any material deficiency with respect to data secur...
Security and Information Technology. Except as set out in Section 3.18 of the Company Disclosure Schedule, all information systems used by or on behalf of the Acquired Entities or their Subsidiaries, including hardware, Software, databases, firmware, telecommunications and related cabling, wiring and peripherals (collectively, “Acquired Entities IT Systems”) are: (A) in good working order and conditions, reasonable wear and tear excepted; (B) have been used and maintained in all material respects in accordance with their documentation, licenses, manufacturer requirements and applicable insurance policies; (C) fulfill the purposes for which they were acquired or developed in all material respects; (D) have security, back-ups and disaster recovery arrangements in place which are updated and tested regularly by duly accredited and independent third parties; and (E) have in place hardware and Software support, maintenance and trained personnel, that are sufficient in all material respects for the current and anticipated future needs of the Acquired Entities and their Subsidiaries. Except as set out in Section 3.18 of the Company Disclosure Schedule, the Acquired Entities and their Subsidiaries have in place data security and cybersecurity controls, including organizational, technological and physical security measures which are reasonable in relation to the sensitivity of the data collected and held by Acquired Entities and their Subsidiaries. In the past three (3) years, neither the Acquired Entities nor their Subsidiaries have experienced any material outages, including of any Acquired Entities IT Assets or any Acquired Entities IT Systems, or losses of data and has not experienced any material defects in design, workmanship or material with respect to the Acquired Entities IT Assets or any Acquired Entities IT Systems. Except as set out in Section 3.18 of the Company Disclosure Schedule, no part of the Acquired Entities IT Systems is inoperative or prone to material malfunctions or errors, the result of which is having or could reasonably be expected to have a Company Material Adverse Effect. Except as set out in Section 3.18 of the Company Disclosure Schedule, the Acquired Entities and their Subsidiaries have in place policies, practices and procedures to ensure the continuity of their normal day to day business operations in the Ordinary Course and consistent with past practice, in the event of any cyber incident in respect of the Acquired Entities IT Systems (such as ransomware or distribut...

Related to Security and Information Technology

  • Intellectual Property and Information Technology (a) Section 5.20(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Products.

  • Information Technology The following applies to all contracts for information technology commodities and contractual services. “Information technology” is defined in section 287.012(15), F.S., to have the same meaning as provided in section 282.0041, F.S.

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • BACKGROUND INFORMATION (A) The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • Return of Property and Information Upon the termination of the Executive’s employment for any reason, the Executive shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company’s business and which are in the Executive’s possession, custody or control, whether prepared by the Executive or others. If at any time after termination of the Executive’s employment the Executive determines that the Executive has any Confidential Information in the Executive’s possession or control, the Executive shall immediately return to the Company all such Confidential Information in the Executive’s possession or control, including all copies and portions thereof.

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules.

  • Sales Material and Information 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.

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