Common use of System Security Clause in Contracts

System Security. (a) If any party hereto is given access to the other party’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party given access (the “Availed Party”) shall comply with all of the other party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other party. The Availed Party shall access and use only those Systems of the other party for which it has been granted the right to access and use. (b) Each party hereto shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party hereto, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party hereto. In addition, such other party hereto shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto in investigating any apparent unauthorized access to such other party’s Systems.

Appears in 14 contracts

Samples: Transition Services Agreement (Babcock & Wilcox Enterprises, Inc.), Transition Services Agreement (Babcock & Wilcox Enterprises, Inc.), Transition Services Agreement (Babcock & Wilcox Enterprises, Inc.)

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System Security. (ai) If any party hereto either Party is given access to the other partyParty’s computer systems or software Software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Accessing Party”) shall, and shall cause each of its Subsidiaries, Affiliates and other Representatives having access to such Systems to, comply with all of the other partyParty’s bona fide system security policies (including login limitations, physical security, network access, internet security, confidentiality and personal data security guidelines, standards, policies, procedures and requirements requirements) that have been provided to the Availed Accessing Party in advance and in writing (collectively, the “Security Regulations”), and shall not (and shall ensure that its Subsidiaries, Affiliates and other Representatives do not) tamper with, compromise or circumvent any security security, monitoring or audit measures employed by such the other partyParty. The Availed Accessing Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and useuse and shall ensure such access shall be used only for the purposes contemplated by this Agreement. (bii) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel Representatives who are specifically authorized to have access to the Systems of the other party Party gain such access, access and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel Representatives of the restrictions set forth in this Agreement and the Security Regulations. All Representatives given access to the Systems of the other Party shall be directed to abide by the confidentiality obligations set forth in this Section 7.01 and the Security Regulations. (ciii) If, at any time, the Availed Accessing Party determines that any of its personnel Representatives has sought to circumvent, circumvent or has circumvented, circumvented the Security Regulations, that any unauthorized Availed Accessing Party personnel Representatives has accessed or has had access to the Systems, or that any of its personnel Representatives has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software Software of the other party heretoParty, the Availed Accessing Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel any Representatives of the Availed Accessing Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have Representatives has engaged in any of the activities set forth above in this Section 9.2(c7.01(b)(iii) or otherwise pose poses a material security concern. The Availed Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems. (iv) In the event of a cyber incident for which a Party reasonably believes its Systems have been or could be materially compromised by a malicious threat actor, (A) the Accessing Party agrees that the other Party may take all steps it deems necessary and/or advisable in its sole and absolute discretion to remediate such cyber incident, including termination of or blocking the Accessing Party’s and their Representatives’ access and connectivity to the other Party’s Systems upon notice to the Accessing Party and (B) if the other Party blocks, terminates or otherwise limits any of the Accessing Party’s and their Representatives’ access and connectivity to such Systems as a result of such cyber incident, the other Party shall take all commercially reasonable steps to promptly remediate such cyber incident.

Appears in 3 contracts

Samples: Transition Services Agreement (Kellanova), Transition Services Agreement (WK Kellogg Co), Transition Services Agreement (WK Kellogg Co)

System Security. (a) If any party hereto Party is given access to the other partyanother Party’s computer systems or software (collectively, the “Systems”) in connection with the Management Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, the “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has have accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c7.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 3 contracts

Samples: Management Services Agreement, Management Services Agreement (MPLX Lp), Management Services Agreement (MPLX Lp)

System Security. (a) If any party hereto Party or any of its Group members is given access to the other partyParty’s (or such other Party’s Group Members) computer systems or software (collectively, the “Systems”) in connection with the provision of any Services, the party Party and/or its Group Members given access (the “Availed Accessing Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Accessing Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty (or such other Party’s Group Members). The Availed Accessing Party shall access and use only those Systems of the other party for Party (or such other Party’s Group Members) or only the component, module, area or portion of any such system, where applicable, to which it has been granted the right to of access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of such Party’s Group Members) who are specifically authorized to have access to the Systems of the other party Party (or such other Party’s Group Members) gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Accessing Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Accessing Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty (or such other Party’s Group Members), the Availed Accessing Party shall promptly terminate any such personPerson’s access to the Systems and immediately notify the other party heretoParty. In addition, in such case such other party hereto Party shall have the right to deny personnel of the Availed Accessing Party access to its Systems upon written notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concernAccessing Party. The Availed Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 3 contracts

Samples: Transition Services Agreement (Aaron's Company, Inc.), Transition Services Agreement (Aaron's SpinCo, Inc.), Transition Services Agreement (Aaron's SpinCo, Inc.)

System Security. (a) If any party hereto Party (or its Affiliates, representatives, agents or contractors) is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Accessing Party”) shall comply with with, and shall cause its Affiliates, representatives, agents and contractors who are given access on its behalf to comply with, all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Accessing Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Accessing Party (or its Affiliates, representatives, agents or contractors, as applicable) shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Accessing Party (or its Affiliates, representatives, agents or contractors) determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Accessing Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Accessing Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Accessing Party (or its Affiliates, representatives, agents or contractors) access to its Systems upon notice to the Availed Accessing Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 3 contracts

Samples: Transition Services Agreement, Transition Services Agreement (Huntsman International LLC), Transition Services Agreement (Venator Materials PLC)

System Security. (a) If any party hereto a Party or its Affiliates (the “Accessing Party”), as the case may be, is given access to the other partyParty’s computer systems or software its Affiliates’ (collectively, the “SystemsGranting Party”) Systems in connection with the provision or receipt of the Services, the party given access (the “Availed Party”) Accessing Party shall comply with all of the other partyGranting Party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance guidelines (including physical security, network access, internet security, confidentiality and in writing personal data security guidelines) (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partythe Granting Party or any of its Affiliates. The Availed Accessing Party shall access and use only those Systems of the other party Granting Party and its Affiliates for which it has been granted the right to access and use. (b) Each party hereto Accessing Party shall use commercially reasonable efforts to ensure that only those of its the Accessing Party’s personnel who are specifically authorized to have access to the Systems of the other party gain such access, access and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its such personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed an Accessing Party determines that any of its such personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed or has had access to the Systems, or that any of its such personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoGranting Party or any of its Affiliates, the Availed Accessing Party shall promptly immediately terminate any such person’s access to the Systems and immediately notify the other party heretoGranting Party. In addition, such other party hereto the Granting Party shall have the right to deny personnel of the Availed any Accessing Party access to its the Systems upon reasonable notice to the Availed Accessing Party in the event that the other party hereto Granting Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c3.1(c) or otherwise pose a security concern. The Availed Each Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto relevant Granting Party in investigating any apparent unauthorized access to such other party’s the Systems.

Appears in 2 contracts

Samples: Transition Services Agreement (Bausch Health Companies Inc.), Transition Services Agreement (Bausch & Lomb Corp)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, the “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to (i) ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, access and use commercially reasonable efforts to (ii) prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that (i) any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that (ii) any unauthorized Availed Party personnel has accessed the Systems, or that (iii) any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, then, in each case, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) 1.4 or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Merger Agreement (Oasis Midstream Partners LP), Merger Agreement (Oasis Midstream Partners LP)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c8.02(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Transition Services Agreement (Post Holdings, Inc.), Transition Services Agreement (Post Holdings, Inc.)

System Security. (a) If any party hereto the Service-Providing Party (or a member of the Service-Providing Party Group) is given access to the other party’s computer systems or software (collectively, the “Systems”) of the Service-Receiving Party (or a member of the Service-Receiving Party Group) in connection with the provision of any Services, the party given access (the “Availed Party”) The Service-Providing Party shall comply (or cause such member of the Service-Providing Party Group to comply) with all of the other party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”) of the Service-Receiving Party (or such member of the Service-Receiving Party Group), and shall not (or shall cause such member the Service-Providing Party Group not to) tamper with, compromise or circumvent any security or audit measures employed by the Service-Receiving Party (or such other partymember of the Service-Receiving Party Group). The Availed Service-Providing Party shall (or shall cause such member of the Service-Providing Party Group to) access and use only those Systems of the other party Service-Receiving Party (or such member of the Service-Receiving Party Group) for which it has been granted the right to access and use. (b) Each party hereto The Service-Providing Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of such member of the Service-Providing Party Group) who are specifically authorized to have access to the Systems of the other party Service-Receiving Party (or such member of the Service-Receiving Party Group) gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel (or the personnel of such member of its Group) of the restrictions set forth in this Agreement and of the Security Regulations. (c) IfThe Parties acknowledge that the Service-Providing Party may receive or otherwise have access to information of the Service-Receiving Party that is considered “protected health information” under the Health Insurance Portability and Accountability Act of 1996, at any timeas amended and implemented through regulation (“HIPAA”). The Parties further acknowledge and agree that this may cause the Service-Providing Party to satisfy the definition of a “business associate” under HIPAA. To address the requirements of HIPAA, the Availed Party determines that any of its personnel has sought Parties agree to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party hereto, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party hereto. In addition, such other party hereto shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate comply with the other party Business Associate Addendum attached hereto in investigating any apparent unauthorized access to such other party’s Systemsas Exhibit D and incorporated herein by reference.

Appears in 2 contracts

Samples: Transition Services Agreement (Pennant Group, Inc.), Transition Services Agreement (Pennant Group, Inc.)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system System security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of data, information or software contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement Section 8.2 and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such personPerson’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon advance written notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c8.2(c) or otherwise pose a System security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Employee Services Agreement (MPLX Lp), Employee Services Agreement (MPLX Lp)

System Security. (a) If any party hereto Party is given access to the other partyanother Party’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c7.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Management Services Agreement (MPLX Lp), Management Services Agreement (MPLX Lp)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Transition Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c8.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Transition Services Agreement (Marathon Petroleum Corp), Transition Services Agreement (Marathon Petroleum Corp)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Accessing Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Accessing Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Accessing Party shall access and use only those Systems of the other party for Party to which it has been granted the right to of access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Accessing Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Accessing Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Accessing Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Accessing Party access to its Systems upon notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concernAccessing Party. The Availed Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Transition Services Agreement (Phillips 66), Transition Services Agreement (Phillips 66)

System Security. (a) If any party hereto either Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Transition Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall will not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto shall Party will use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly immediately terminate any such person’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) 1.6 or otherwise pose a security concern. The Availed Party shall will use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Holly Corp), Asset Sale and Purchase Agreement (Holly Energy Partners Lp)

System Security. (a) If any party hereto Party or any of its Group members is given access to the other partyParty’s (or such other Party’s Group member’s) computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party and/or Group members given access (the “Availed Accessing Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Accessing Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Accessing Party shall access and use only those Systems of the other party for Party to which it has been granted the right to of access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Accessing Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Accessing Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Accessing Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Accessing Party access to its Systems upon notice Notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concernAccessing Party. The Availed Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Transition Services Agreement (Energizer Holdings Inc), Transition Services Agreement (Energizer SpinCo, Inc.)

System Security. (a) If any party hereto Party is given access to the other partyanother Party’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c8.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Employee Services Agreement (MPLX Lp), Employee Services Agreement (MPLX Lp)

System Security. (a) If any party hereto Party is given access to the other partyanother Party’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, the “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has have accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c8.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 2 contracts

Samples: Employee Services Agreement, Employee Services Agreement (MPLX Lp)

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System Security. (a) If any party hereto a Party hereunder (or a subsidiary of such Party) (the “Accessing Party”) is given access to the other party’s computer systems or software (collectively, the “Systems”) of the other Party (or a subsidiary of such other Party) in connection with the Servicesprovision or receipt of a Service, the party given access (the “Availed Party”) Accessing Party shall comply (or cause its subsidiary to comply) with all of the other party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”) of the other Party (or the subsidiary of such other Party), and shall not (or shall cause its subsidiary not to) tamper with, compromise or circumvent any security or audit measures employed by the other Party (or the subsidiary of such other partyParty). The Availed Accessing Party shall (or shall cause its subsidiary to) access and use only those Systems of the other party Party (or a subsidiary of such other Party) for which it has been granted the right to access and use, it being understood that the other Party shall be solely responsible for terminating the Accessing Party’s (or its subsidiary’s) access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Accessing Party. (b) Each party hereto The Accessing Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of its subsidiary) who are specifically authorized to have access to the other Party’s Systems (or the Systems of the a subsidiary of such other party Party) gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel (or the personnel of its subsidiary) of the restrictions set forth in this Agreement and of the other Party’s Security Regulations. (c) If, at any time, The Parties shall cooperate in performing a quarterly review of access to each other’s Systems to confirm that the Availed list of personnel and access of such personnel to such Systems is appropriate. Each Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of shall be solely responsible for terminating the other party hereto, the Availed Party shall promptly terminate any such personParty’s access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Systems and immediately notify the other party hereto. In addition, such other party hereto shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto in investigating any apparent unauthorized access to such other party’s SystemsAccessing Party.

Appears in 2 contracts

Samples: Transition Services Agreement (United Online Inc), Transition Services Agreement (FTD Companies, Inc.)

System Security. (a) If any party hereto a Party hereunder (or a subsidiary of such Party) (the "Accessing Party") is given access to the other party’s computer systems or software (collectively, "Systems") of the “Systems”other Party (or a subsidiary of such other Party) in connection with the Servicesprovision or receipt of a Service, the party given access (the “Availed Party”) Accessing Party shall comply (or cause its subsidiary to comply) with all of the other party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, "Security Regulations") of the other Party (or the subsidiary of such other Party), and shall not (or shall cause its subsidiary not to) tamper with, compromise or circumvent any security or audit measures employed by the other Party (or the subsidiary of such other partyParty). The Availed Accessing Party shall (or shall cause its subsidiary to) access and use only those Systems of the other party Party (or a subsidiary of such other Party) for which it has been granted the right to access and use, it being understood that the other Party shall be solely responsible for terminating the Accessing Party's (or its subsidiary's) access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Accessing Party. (b) Each party hereto The Accessing Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of its subsidiary) who are specifically authorized to have access to the other Party's Systems (or the Systems of the a subsidiary of such other party Party) gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel (or the personnel of its subsidiary) of the restrictions set forth in this Agreement and of the other Party's Security Regulations. (c) If, at any time, The Parties shall cooperate in performing a quarterly review of access to each other's Systems to confirm that the Availed list of personnel and access of such personnel to such Systems is appropriate. Each Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of shall be solely responsible for terminating the other party hereto, Party's access as soon as the Availed Party shall promptly terminate any applicable Services for which such person’s access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Systems and immediately notify the other party heretoAccessing Party. In addition, such other party hereto shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto in investigating any apparent unauthorized access to such other party’s Systems.ARTICLE IX

Appears in 1 contract

Samples: Transition Services Agreement (FTD Companies, Inc.)

System Security. (a) If any party hereto Party is given access to the other partyanother Party’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has have accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c8.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 1 contract

Samples: Employee Services Agreement (MPLX Lp)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems systems, networks or software (collectively, the “Systems”) in connection with the Transition Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security and other company policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) Each Party shall use commercially reasonable efforts to ensure that its personnel will access the Systems of the other Party only for the purpose of providing the Services and, when accessing or using the Systems of the other Party, shall not (i) introduce any viruses, worms, Trojan horses or other bugs or errors in the Systems or (ii) open or forward any executable “ready to run” files or other files which may cause damage to such Systems. Each Party reserves the right to monitor the other Party’s use of the Internet and other activities on its own Systems. (d) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c9.2(d) or otherwise pose a legitimate security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems. (e) Each Party shall be responsible and liable for all damages or unauthorized access resulting from the actions of its personnel in violation of this Section 9.2.

Appears in 1 contract

Samples: Transition Services Agreement (California Resources Corp)

System Security. (a) 16.1. If any party hereto Party (the “Accessing Party”) is given access to any of the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with receipt of the Services, the party given access (the “Availed Party”) Accessing Party shall comply with all of the other party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), to the extent the Accessing Party is or has been made aware of them, and shall will not tamper with, compromise or circumvent any security or audit measures employed by such the other partyParty. In the event of any conflict between this Agreement and any Security Regulations, this Agreement will prevail, except if otherwise informed in writing by the non Accessing Party to the Accessing Party. The Availed Accessing Party shall access and use only those Systems of the other party Party for which it has they have been granted the right to access and use, and only to the extent reasonably necessary in connection with the provision or receipt, as applicable, of the Services. In the event that the Accessing Party’s employees will be accessing co-mingled or sensitive data, upon the other Party’s request, the Accessing Party will require each such employee to execute a confidentiality agreement with such other Party, which shall include terms no less protective than those of Section 15 hereof. (b) Each party hereto shall 16.2. The Accessing Party will use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) 16.3. If, at any time, the Availed Accessing Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Accessing Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretosoftware, the Availed Accessing Party shall promptly immediately terminate any such personpersonnel’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto the non Accessing Party shall have the right to deny personnel of the Availed Accessing Party access to its Systems upon notice to the Availed Accessing Party in the event that the other party hereto non Accessing Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) section 15.3 or otherwise pose a security concern. The Availed Accessing Party shall use commercially reasonable efforts to will cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partythe Accessing Party’s Systems.

Appears in 1 contract

Samples: Quota Purchase and Sale Agreement (Fibria Celulose S.A.)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems systems, networks or software (collectively, the “Systems”) in connection with the Transition Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) Each Party shall use commercially reasonable efforts to ensure that its personnel will access the Systems of the other Party only for the purpose of providing the Services and when accessing or using the Systems of the other Party shall not (i) introduce any viruses, worms, Trojan horses or other bugs or errors in the Systems or (ii) open or forward any executable “ready to run” files or other files which may cause damage to such Systems. Each Party reserves the right to monitor the other Party’s use of the Internet and other activities on its own Systems. (d) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c9.2(d) or otherwise pose a legitimate security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems. (e) Each Party shall be responsible and liable for all damages or unauthorized access resulting from the actions of its personnel in violation of this Section 9.2.

Appears in 1 contract

Samples: Transition Services Agreement (California Resources Corp)

System Security. (a) If any party hereto Party is given access to the other party’s another Party's computer systems or software (collectively, the “"Systems") in connection with the Services, the party Party given access (the "Availed Party") shall comply with all of the other party’s Party 's system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, the "Security Regulations"), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has have accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such person’s 's access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c8.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other party’s Party's Systems.

Appears in 1 contract

Samples: Employee Services Agreement (MPLX Lp)

System Security. (a) In connection with the performance of its obligations or receipt of Services under this TSA, each Party shall comply with all requirements of applicable Privacy Laws (as such term is defined in the SDA) and any contractual obligations, binding industry standards and rules, self-regulatory standards that relate to privacy, information security or data protection in relation to this TSA. (b) If any party hereto either Party or its Affiliate (as the “Accessing Party”) is given access to the other partyParty’s or its Affiliates’ (the “Network Owner”) computer systems, networks, email systems, software, servers, routers, hubs, circuits, switches, data communications lines, storage, firmware, hardware, databases, Internet websites and all other equipment and systems or software (collectively, the “Systems”) in connection with the applicable Services, the party given access (the “Availed Party”) Accessing Party shall comply with all of the other partyNetwork Owner’s system privacy and information security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by the Network Owner. Further, the Accessing Party shall not convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with or create any derivative work based on such Systems, or transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices or any other partymalicious or unauthorized code to or through the Systems. The Availed Accessing Party shall access and use only those Systems of the other party Network Owner for which it has been granted the right to access and useuse and shall use such Systems solely as necessary to provide or receive, as applicable, the Services hereunder. (bc) Each party hereto The Accessing Party shall use commercially reasonable efforts to ensure that only those personnel of its personnel the Accessing Party who are specifically authorized to have access to the Systems of the other party gain such access, access and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information information, including Personal Data (as such term is defined in the SDA), contained therein, including notifying its such personnel of the restrictions set forth in this Agreement TSA and of the Security Regulations. (cd) If, at any time, the Availed an Accessing Party determines that any of its such personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed or has had access to the Systems, or that any of its such personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoa Network Owner, the Availed Accessing Party shall promptly immediately terminate any such personPerson’s access to the Systems and immediately notify the other party heretoNetwork Owner. In addition, such other party hereto a Network Owner shall have the right to deny personnel of the Availed an Accessing Party access to its the Systems upon notice to the Availed Accessing Party in the event that the other party hereto Network Owner reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c11.5(d) or otherwise pose a security concern. The Availed Each Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto applicable Network Owner in investigating any apparent unauthorized access to such other party’s the Systems. (e) To the extent that a Party Processes Personal Data (as such terms are defined in the SDA) of or on behalf of the other Party, the Accessing Party shall not sell, retain, use or disclose the Personal Data for any purpose other than for the specific purposes for which access was granted, including retaining, using, or disclosing the Personal Data for a commercial purpose other than the purpose for which access was granted. (f) Without prejudice to a Party’s obligations under Privacy Laws (as such term is defined in the SDA), each Party shall promptly, and in any event within [•], notify the other Party by email and by telephone to the other Party’s designated point of contact following the discovery of any Security Breach (as such term is defined in the SDA) that has materially impacted, or that the notifying Party reasonably expects will materially impact, the other Party. The notifying Party shall provide periodic, reasonable updates on the current status of the Security Breach and the remediation efforts taken by the notifying Party to resolve the Security Breach. (g) The provisions of the [Data Processing Addendum] attached as Schedule [•] hereto shall govern the [Processing] of the [TSA Personal Data] (as such terms are defined in Schedule [•]) of the other Party in connection with the provision of the Services hereunder.

Appears in 1 contract

Samples: Transition Services Agreement (Sandisk Corp)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Management Services, the party Party given access (the “Availed Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, the “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and each Party shall use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of data, information or software contained thereinin the Systems, including notifying its respective personnel of the restrictions set forth in this Agreement Section 6.2 and of the Security Regulations. (c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Party shall promptly terminate any such personPerson’s access to the Systems and immediately promptly notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Party access to its Systems upon advance written notice to the Availed Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above described in this Section 9.2(c6.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 1 contract

Samples: Management Services Agreement (MPLX Lp)

System Security. (a) If any party hereto Party is given access to the other partyParty’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party Party given access (the “Availed Accessing Party”) shall comply with all of the other partyParty’s system security policies, procedures and requirements that have been provided to the Availed Accessing Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other partyParty. The Availed Accessing Party shall access and use only those Systems of the other party Party for which it has been granted the right to access and use. (b) Each party hereto Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations. (c) If, at any time, the Availed Accessing Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Accessing Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other party heretoParty, the Availed Accessing Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party heretoParty. In addition, such other party hereto Party shall have the right to deny personnel of the Availed Accessing Party access to its Systems upon notice to the Availed Accessing Party in the event that the other party hereto Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Accessing Party shall use commercially reasonable efforts to cooperate with the other party hereto Party in investigating any apparent unauthorized access to such other partyParty’s Systems.

Appears in 1 contract

Samples: Transition Services Agreement (EP Energy Corp)

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