Common use of SECURITY/CONFIDENTIALITY Clause in Contracts

SECURITY/CONFIDENTIALITY. A. Subscriber shall comply with all reasonable security specifications or requirements of Nasdaq in order to prevent the Authorized Devices and Service from being improperly used or accessed or the information and data from being improperly taken from any of Subscriber’s place(s) of business. Nasdaq shall give Subscriber prior notice of any such specifications or requirements. For the purpose of determining compliance with this Agreement, at reasonable times and upon reasonable notice, Nasdaq and its representatives shall have access to the places where the Service is received and used, where the Authorized Devices are placed, and the right to observe the use made of the Service and the Authorized Devices, and to examine and inspect all instruments and apparatus, including Authorized Devices, used in connection therewith, subject to Subscriber’s reasonable security regulations. B. Each Party shall install and maintain at all times during the term of this Agreement a corporate “firewall” protecting its computer network in accordance with commercially reasonable specifications and standards. Nasdaq shall not include in the System or Service any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of Subscriber’s computer system, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"), or that would disable such system or impair in any way its operation based on the elapsing of a period of time, advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks", or "drop dead" devices) or, or any other similar harmful, malicious or hidden programs, procedures, routines or mechanisms which would cause such programs to cease functioning, or provide or allow unauthorized access to the Subscriber’s system, or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations. In addition, Nasdaq shall implement a commercially reasonable method to intercept and block or delete any such viruses, worms, time bombs, time locks, drop dead devices or other malicious or harmful programs, procedures, routines or mechanisms, and carry out on a regular basis, no less frequently than monthly, and more frequently as reasonably required, a commercially reasonable method to scan its computer system and eliminate from it any such malicious or harmful programs, procedures, routines or mechanisms. C. Nasdaq shall keep confidential the information related to the Service provided by Subscriber pursuant to this Agreement, as well as any findings arising from any Nasdaq audit of Subscriber’s transactions that may be conducted on a regular basis for the purposes of establishing and verifying Subscriber’s eligibility. D. Nasdaq and Subscriber each acknowledge that, in the course of performance of this Agreement, each may obtain the other Party’s confidential data, information or techniques. (Such confidential data, information or techniques along with information related to the Authorized Devices and the Subscriber information identified in Section 8.A above shall collectively be referred to herein as “Confidential Information”). All such Confidential Information shall be deemed confidential upon disclosure to the other Party and any related oral information received from Nasdaq shall be deemed confidential upon disclosure to the Subscriber. Each Party shall use the Confidential Information of the other Party solely for use consistent with the purposes of this Agreement; shall hold such Confidential Information in confidence; and shall not use, disclose, copy, or publish any such Confidential Information without the prior written approval of the other Party. E. Notwithstanding the foregoing, Nasdaq or Subscriber may disclose Confidential Information: (i) to the extent requested by a court or Authority with regulatory jurisdiction over Nasdaq or Subscriber; (ii) to their respective employees, directors, and other agents solely for use consistent with the purposes of this Agreement; or (iii) in the case of Nasdaq, in the course of fulfilling regulatory responsibilities, including responsibilities over members and associated persons. The duties in this section do not apply to data, information or techniques that are: (i) lawfully within a Party’s possession prior to the date of this Agreement and not under a duty of non-disclosure; (ii) voluntarily disclosed to a Party by a third-party so long as the receiving Party does not know that the third-party has breached any obligation not to reveal such data, information or techniques; (iii) developed by a Party independently of the disclosure; or (iv) generally known or revealed to the public. Further, nothing shall prevent Nasdaq from freely disclosing the audit findings to the extent that (i) the findings are used in the aggregate with other information and such aggregation does not specifically identify Subscriber; and (ii) Nasdaq needs to disclose the findings in order to enforce its rights under this Agreement. The obligation of non-disclosure shall survive indefinitely. F. Neither Party shall make copies of Confidential Information except for those copies required for use by authorized employees, agents, partners or associated persons. Each copy, including its storage media, shall be marked CONFIDENTIAL, and include all notices, which appear on the original. Each Party shall implement and maintain an appropriate security program including appropriate physical, electronic and procedural safeguards, to: (i) provide for the security and confidentiality of Confidential Information; (ii) protect against any threats or hazards to the security or integrity of Confidential Information; and (iii) prevent unauthorized access to or use of Confidential Information. Each Party shall promptly notify the other Party of: (i) any disclosure, access to or use of its Confidential Information in breach of this Agreement; and (ii) any unauthorized intrusion into systems containing the other Party’s Confidential Information. Each Party agrees that all Confidential Information, including copies thereof, shall be returned to the other Party or destroyed within ten (10) days of the date of termination of this Agreement. Notes and other documents referencing or relating to Confidential Information may be made and kept by a receiving Party, but shall be governed by this Agreement until they are destroyed. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright and trade secrets, and moral rights shall remain the disclosing Party’s intellectual property rights. G. Each Party acknowledges that the other Party, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this section of this Agreement in that monetary damages would be inadequate to compensate the Party for such a breach, and that in the event of any material breach or threatened material breach by of the provisions of this section, the disclosing Party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained. If the disclosing Party prevails in any action brought to enjoin a material breach or threatened breach of this provision, it shall be entitled to reasonable attorneys’ fees and costs in connection with such legal proceeding.

SECURITY/CONFIDENTIALITY. A. Subscriber shall comply with all reasonable security specifications or requirements of Nasdaq NASDAQ OMX in order to prevent the Authorized Devices and Service from being improperly used or accessed or the information and data from being improperly taken from any of Subscriber’s place(s) of business. Nasdaq NASDAQ OMX shall give Subscriber prior notice of any such specifications or requirements. For the purpose of determining compliance with this Agreement, at reasonable times and upon reasonable notice, Nasdaq NASDAQ OMX and its representatives shall have access to the places where the Service is received and used, where the Authorized Devices are placed, and the right to observe the use made of the Service and the Authorized Devices, and to examine and inspect all instruments and apparatus, including Authorized Devices, used in connection therewith, subject to Subscriber’s reasonable security regulations. B. Each Party party shall install and maintain at all times during the term of this Agreement a corporate “firewall” protecting its computer network in accordance with commercially reasonable specifications and standards. Nasdaq NASDAQ OMX shall not include in the System or Service any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of Subscriber’s computer system, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"), or that would disable such system or impair in any way its operation based on the elapsing of a period of time, advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks", or "drop dead" devices) or, or any other similar harmful, malicious or hidden programs, procedures, routines or mechanisms which would cause such programs to cease functioning, or provide or allow unauthorized access to the Subscriber’s system, or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations. In addition, Nasdaq NASDAQ OMX shall implement a commercially reasonable method to intercept and block or delete any such viruses, worms, time bombs, time locks, drop dead devices or other malicious or harmful programs, procedures, routines or mechanisms, and carry out on a regular basis, no less frequently than monthly, and more frequently as reasonably required, a commercially reasonable method to scan its computer system and eliminate from it any such malicious or harmful programs, procedures, routines or mechanisms. C. Nasdaq NASDAQ OMX shall keep confidential the information related to the Service provided by Subscriber pursuant to this Agreement, as well as any findings arising from any Nasdaq NASDAQ OMX audit of Subscriber’s transactions that may be conducted on a regular basis for the purposes of establishing and verifying Subscriber’s eligibility. D. Nasdaq NASDAQ OMX and Subscriber each acknowledge that, in the course of performance of this Agreement, each may obtain the other Party’s confidential data, information or techniques. (Such confidential data, information or techniques along with information related to the Authorized Devices and the Subscriber information identified in Section 8.A 9.A above shall collectively be referred to herein as “Confidential Information”). All such Confidential Information shall be deemed confidential upon disclosure to the other Party and any related oral information received from Nasdaq NASDAQ OMX shall be deemed confidential upon disclosure to the Subscriber. Each Party shall use the Confidential Information of the other Party solely for use consistent with the purposes of this Agreement; shall hold such Confidential Information in confidence; and shall not use, disclose, copy, or publish any such Confidential Information without the prior written approval of the other Party. E. Notwithstanding the foregoing, Nasdaq NASDAQ OMX or Subscriber may disclose Confidential Information: (i) to the extent requested by a court court, FINRA or Authority a government agency with regulatory jurisdiction over Nasdaq NASDAQ OMX or Subscriber; (ii) to their respective employees, directors, and other agents solely for use consistent with the purposes of this Agreement; or (iii) in the case of NasdaqNASDAQ OMX, in the course of fulfilling regulatory responsibilities, including responsibilities over members and associated personspersons under the Act. The duties in this section do not apply to data, information or techniques that are: (i) lawfully within a Party’s possession prior to the date of this Agreement and not under a duty of non-disclosure; (ii) voluntarily disclosed to a Party by a third-party so long as the receiving Party does not know that the third-party has breached any obligation not to reveal such data, information or techniques; (iii) developed by a Party independently of the disclosure; or (iv) generally known or revealed to the public. Further, nothing shall prevent Nasdaq NASDAQ OMX from freely disclosing the audit findings to the extent that (i) the findings are used in the aggregate with other information and such aggregation does not specifically identify Subscriber; and (ii) Nasdaq NASDAQ OMX needs to disclose the findings in order to enforce its rights under this Agreement. The obligation of non-disclosure shall survive indefinitely. F. Neither Party shall make copies of Confidential Information except for those copies required for use by authorized employees, agents, partners or associated persons. Each copy, including its storage media, shall be marked CONFIDENTIAL, and include all notices, which appear on the original. Each Party party shall implement and maintain an appropriate security program including appropriate physical, electronic and procedural safeguards, to: (i) provide for the security and confidentiality of Confidential Information; (ii) protect against any threats or hazards to the security or integrity of Confidential Information; and (iii) prevent unauthorized access to or use of Confidential Information. Each Party party shall promptly notify the other Party party of: (i) any disclosure, access to or use of its Confidential Information in breach of this Agreement; and (ii) any unauthorized intrusion into systems containing the other Partyparty’s Confidential Information. Each Party agrees that all Confidential Information, including copies thereof, shall be returned to the other Party or destroyed within ten (10) days of the date of termination of this Agreement. Notes and other documents referencing or relating to Confidential Information may be made and kept by a receiving Party, but shall be governed by this Agreement until they are destroyed. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright and trade secrets, and moral rights shall remain the disclosing Party’s intellectual property rights. G. Each Party acknowledges that the other Party, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this section of this Agreement in that monetary damages would be inadequate to compensate the Party for such a breach, and that in the event of any material breach or threatened material breach by of the provisions of this section, the disclosing Party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained. If the disclosing Party prevails in any action brought to enjoin a material breach or threatened breach of this provision, it shall be entitled to reasonable attorneys’ fees and costs in connection with such legal proceeding.

SECURITY/CONFIDENTIALITY. A. Subscriber shall comply with all reasonable security specifications or requirements of Nasdaq NASDAQ OMX in order to prevent the Authorized Devices and Service from being improperly used or accessed or the information and data from being improperly taken from any of Subscriber’s place(s) of business. Nasdaq NASDAQ OMX shall give Subscriber prior notice of any such specifications or requirements. For the purpose of determining compliance with this Agreement, at reasonable times and upon reasonable notice, Nasdaq NASDAQ OMX and its representatives shall have access to the places where the Service is received and used, where the Authorized Devices are placed, and the right to observe the use made of the Service and the Authorized Devices, and to examine and inspect all instruments and apparatus, including Authorized Devices, used in connection therewith, subject to Subscriber’s reasonable security regulations. B. Each Party party shall install and maintain at all times during the term of this Agreement a corporate “firewall” protecting its computer network in accordance with commercially reasonable specifications and standards. Nasdaq NASDAQ OMX shall not include in the System or Service any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of Subscriber’s computer system, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"), or that would disable such system or impair in any way its operation based on the elapsing of a period of time, advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks", or "drop dead" devices) or, or any other similar harmful, malicious or hidden programs, procedures, routines or mechanisms which would cause such programs to cease functioning, or provide or allow unauthorized access to the Subscriber’s system, or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations. In addition, Nasdaq NASDAQ OMX shall implement a commercially reasonable method to intercept and block or delete any such viruses, worms, time bombs, time locks, drop dead devices or other malicious or harmful programs, procedures, routines or mechanisms, and carry out on a regular basis, no less frequently than monthly, and more frequently as reasonably required, a commercially reasonable method to scan its computer system and eliminate from it any such malicious or harmful programs, procedures, routines or mechanisms;. C. Nasdaq NASDAQ OMX shall keep confidential the information related to the Service provided by Subscriber pursuant to this Agreement, as well as any findings arising from any Nasdaq NASDAQ OMX audit of Subscriber’s transactions that may be conducted on a regular basis for the purposes of establishing and verifying Subscriber’s eligibility. D. Nasdaq NASDAQ OMX and Subscriber each acknowledge that, in the course of performance of this Agreement, each may obtain the other Party’s confidential data, information or techniques. (Such confidential data, information or techniques along with information related to the Authorized Devices and the Subscriber information identified in Section 8.A 9.A above shall collectively be referred to herein as “Confidential Information”). All such Confidential Information shall be deemed confidential upon disclosure to the other Party and any related oral information received from Nasdaq NASDAQ OMX shall be deemed confidential upon disclosure to the Subscriber. Each Party shall use the Confidential Information of the other Party solely for use consistent with the purposes of this Agreement; shall hold such Confidential Information in confidence; and shall not use, disclose, copy, or publish any such Confidential Information without the prior written approval of the other Party. E. Notwithstanding the foregoing, Nasdaq NASDAQ OMX or Subscriber may disclose Confidential Information: (i) to the extent requested by a court court, the NASDFINRA or Authority a government agency with regulatory jurisdiction over Nasdaq NASDAQ OMX or Subscriber; (ii) to their respective employees, directors, and other agents solely for use consistent with the purposes of this Agreement; or (iii) in the case of NasdaqNASDAQ OMX, in the course of fulfilling its regulatory responsibilities, including responsibilities over members and associated personspersons under the Act. The duties in this section do not apply to data, information or techniques that are: : (i) lawfully within a Party’s possession prior to the date of this Agreement and not under a duty of non-disclosure; (ii) voluntarily disclosed to a Party by a third-third- party so long as the receiving Party does not know that the third-party has breached any obligation not to reveal such data, information or techniques; (iii) developed by a Party independently of the disclosure; or (iv) generally known or revealed to the public. Further, nothing shall prevent Nasdaq NASDAQ OMX from freely disclosing the audit findings to the extent that (i) the findings are used in the aggregate with other information and such aggregation does not specifically identify Subscriber; and (ii) Nasdaq NASDAQ OMX needs to disclose the findings in order to enforce its rights under this Agreement. The obligation of non-disclosure shall survive indefinitely. F. Neither Party shall make copies of Confidential Information except for those copies required for use by authorized employees, agents, partners or associated persons. Each copy, including its storage media, shall be marked CONFIDENTIAL, and include all notices, which appear on the original. Each Party party shall implement and maintain an appropriate security program including appropriate physical, electronic and procedural safeguards, to: (i) provide for the security and confidentiality of Confidential Information; (ii) protect against any threats or hazards to the security or integrity of Confidential Information; and (iii) prevent unauthorized access to or use of Confidential Information. Each Party party shall promptly notify the other Party party of: (i) any disclosure, access to or use of its Confidential Information in breach of this Agreement; and (ii) any unauthorized intrusion into systems containing the other Partyparty’s Confidential Information. Each Party agrees that all Confidential Information, including copies thereof, shall be returned to the other Party or destroyed within ten (10) days of the date of termination of this Agreement. Notes and other documents referencing or relating to Confidential Information may be made and kept by a receiving Party, but shall be governed by this Agreement until they are destroyed. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright and trade secrets, and moral rights shall remain the disclosing Party’s intellectual property rights. G. Each Party acknowledges that the other Party, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this section of this Agreement in that monetary damages would be inadequate to compensate the Party for such a breach, and that in the event of any material breach or threatened material breach by of the provisions of this section, the disclosing Party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained. If the disclosing Party prevails in any action brought to enjoin a material breach or threatened breach of this provision, it shall be entitled to reasonable attorneys’ fees and costs in connection with such legal proceeding.