Common use of Systems Security Clause in Contracts

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of Transition Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s Group’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Group. (b) Each 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’s Group gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each Party shall, and shall cause its Personnel who are specifically authorized to have access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to the other Party. (e) Each Party shall use commercially reasonable efforts to ensure that it does not introduce into the Systems of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group) to its Systems if, in the Service Provider’s reasonable opinion, the integrity and security of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group).

Systems Security. (a) If any Seller Party or Purchaser Party, or its Personnel are Personnel, will be given access to any Seller Party’s or Purchaser Party’s, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such Party the accessing party or its Personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s Group’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Group. (b) Each 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’s Group Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each If, at any time, either Party shall, and shall cause determines that the other Party or its Personnel who are specifically authorized has sought to have circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or 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, such Party shall immediately terminate any such Personnel’s access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to notify the other Party. (ed) Each Seller Parties, Purchaser Parties and their respective Personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any Party shall use commercially reasonable efforts have the right to ensure that it does not introduce into deny the Systems Personnel of the other Party access to such Party’s Systems, after prior written notice, in the event the Party reasonably believes that such Personnel pose a security concern. (e) A material failure to comply with the Security Regulations shall constitute a material breach of this Agreement. All user identification numbers and passwords of a Party disclosed to the other Party, and any software virus information obtained from the use of such disclosing Party’s Systems, shall be deemed Seller Confidential Information or other malicious code that might affect Purchaser Confidential Information, as applicable, of the Transition Services or corrupt any data or applications on those Systemsdisclosing Party. (f) The Service Provider may, Each Party will cooperate with prior written notice, suspend the other Party in investigating any apparent unauthorized access to a Party’s Systems or any apparent unauthorized release by the Service Recipient (and the Service Recipienta Party or such Party’s Personnel who are specifically authorized to have of Seller Confidential Information or Purchaser Confidential Information, as applicable. Each Party will (i) immediately notify the other Party if such Party has revoked access to the its own Systems to any of its Personnel if such Personnel also has access to the other Party’s GroupSystems and (ii) to its Systems if, in the Service Provider’s reasonable opinion, the integrity and security of the Systems or will immediately revoke any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group)Systems once such Personnel no longer has a need to access the other Party’s Systems.

Systems Security. (a) If any Party either Party, or its Personnel are or clients, will be given access to any the other Party’s computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt the Provision of Transition the Services, such Party the accessing Party, its Personnel, or its clients, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s Group’s written system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Group. (b) Each Party shall use commercially reasonable best efforts to ensure that only those of its Personnel and its clients who are specifically authorized to have access to the Systems of the other Party’s Group Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel and its clients regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each If, at any time, either Party determines that (i) a Party, its Personnel or its clients has sought to circumvent, or has circumvented, the Security Regulations, (ii) that any unauthorized Personnel or clients of a Party has accessed its Systems or (iii) that a Party, any of its Personnel or any of its clients has engaged in activities that may lead or have led to the unauthorized access, use, destruction, alteration or loss of data, information or software, (in each of clauses (i), (ii), and (iii) of this Section, the Party referred to therein being the “Non-Harmed Party”), the Non-Harmed Party shall, and shall cause upon receipt of notification from the harmed Party or its Personnel who are specifically authorized to have otherwise becoming aware of such matter, immediately suspend its Personnel’s or client’s access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements until such time that the other Party Parties may reasonably considers necessary agree to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriaterestore such access. (d) If a Each of KCG, BATS and their respective Personnel and clients, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) shall have a material impact on the Transition Services or right to deny the integrity of any Confidential Information Personnel and clients of the other Party on any Systemaccess to such Party’s Systems, after prior written notice, in the event the Party reasonably believes that such Party shall: (i) immediately act to prevent Personnel or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to the other Partyclients pose a security concern. (e) Each All user identification numbers and passwords of a Party shall use commercially reasonable efforts disclosed to ensure that it does not introduce into the Systems of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party, and any information obtained from the use of such disclosing Party’s Group) to its Systems ifSystems, in the Service Provider’s reasonable opinion, the integrity and security shall be deemed Confidential Information of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other disclosing Party’s Group).

Systems Security. If a Party (aor any of its Subsidiaries) If any Party or its Personnel are is given access to any the other’s computer systems system(s) or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of Transition the Services, such Party that is given access shall comply, comply (and shall cause its Subsidiaries to comply) with the other members of its Group and its Personnel to comply, with all of such other Party’s Group’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”)procedures, and requirements, will not tamper with, compromise or circumvent any security or audit measures employed by such the other Party, and shall ensure that it accesses the other Party’s Group. (b) Systems solely as reasonably necessary to perform the Services in accordance with the provisions of this Agreement. Each Party shall use commercially take reasonable efforts steps to ensure that only those of its Personnel users who are specifically authorized to have gain access to the Systems of the other Party’s Group Systems do gain such access, access and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) . Each Party shall, and shall cause its Personnel who are specifically authorized undertakes to have inform promptly the other Party when it becomes aware of any unauthorized access to the Systems other Party’s Systems. If at any time an employee of a Party or a Subsidiary thereof or any other individual (i) has sought to circumvent or has circumvented the security regulations or mechanisms of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; , (ii) continually assess and, where relevant, report has accessed or has attempted to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled without authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps has engaged in activities that are reasonably likely to ensure that the breach does not reoccur and report those steps lead to the other Party. (e) Each Party shall use commercially reasonable efforts to ensure that it does not introduce into the Systems of the other Party any software virus unauthorized access, destruction or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group) to its Systems if, in the Service Provider’s reasonable opinion, the integrity and security alteration of the Systems or loss of data or information thereon, the Party whose Systems have been so circumvented, accessed, destroyed or altered may suspend or limit the access of any data stored on them is being such employee or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access individual to the Systems of or Services as necessary to address such unauthorized circumvention, access, destruction or alteration and shall promptly notify the other Party’s Group). Upon such suspension or limitation, the Parties shall cooperate with each other and act reasonably to determine the appropriate steps to take in response thereto, in order to minimize the effects of such unauthorized circumvention, access, destruction or alteration and to restore the suspended or limited access as soon as practicable.

Systems Security. (a) If any either Party or its Personnel are will be given access to any of the computer systems or software of any member of the other Party’s Group Party or any party performing the Services on its behalf (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, shall comply with all of such other Party’s Group’s system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Groupthe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of its their respective Personnel who are specifically authorized to have access to the Systems of the other Party’s Group Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each If, at any time, either Party shalldetermines that any Personnel of the other Party or its Affiliates has sought to circumvent, and or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or its Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall cause its Personnel who are specifically authorized to have immediately terminate any such Personnel’s access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to notify the other Party. (ed) Each Honeywell, AdvanSix and their respective Personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any Party shall use commercially reasonable efforts have the right to ensure that it does not introduce into deny the Systems Personnel of the other Party any software virus or access to such Party’s Systems, after prior written notice and consultation with the other malicious code Party, in the event the Party reasonably believes that might affect the Transition Services or corrupt any data or applications on those Systemssuch Personnel pose a security concern. (fe) The Service Provider may, with prior written notice, suspend the access by the Service Recipient A Party subject to a Change in Control (as defined below) shall permanently delete from its Systems and the Service Recipient’s Personnel who are specifically authorized to have access destroy all confidential Information pertaining to the Systems other Party or its Affiliates and, at the request of such Party, provide evidence reasonably satisfactory to the other Party’s GroupParty that such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) to its Systems ifthe acquisition (whether by merger, in the Service Provider’s reasonable opinionconsolidation, the integrity and security of the Systems share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any data stored on them is being person or is imminently likely to be jeopardized by the activities of the Service Recipient group (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems shareholders of any person) of more than 50% of the other assets of a Party and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 50% of a Party’s Group)equity securities.

Systems Security. (a) If any either Party or its Personnel are will be given access to any of the computer systems or software of any member of the other Party’s Group Party or any party performing the Services on its behalf (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, shall comply with all of such other Party’s Group’s system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Groupthe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of its their respective Personnel who are specifically authorized to have access to the Systems of the other Party’s Group Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each If, at any time, either Party shalldetermines that any Personnel of the other Party or its Affiliates has sought to circumvent, and or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or its Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall cause its Personnel who are specifically authorized to have immediately terminate any such Personnel’s access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to notify the other Party. (ed) Each Honeywell, AdvanSix and their respective Personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any Party shall use commercially reasonable efforts have the right to ensure that it does not introduce into deny the Systems Personnel of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those access to such Party’s Systems. (f) The Service Provider may, with after prior written notice, suspend the access by the Service Recipient (notice and the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of consultation with the other Party’s Group) to its Systems if, in the Service Provider’s reasonable opinion, event the integrity and Party reasonably believes that such Personnel pose a security of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group)concern.

Systems Security. (a) If any Party the Provider, Recipient, their Affiliates or its their respective Personnel are given receive access to any computer systems or software of any member of the other Partyparty’s Group (“Systems”) or its Affiliates’, as applicable, Systems in connection with provision of or receipt the Transition Services, the accessing party or its Personnel, as the case may be, shall comply with all such Partyother party’s performance and its Affiliates’ Security Regulations; provided that such Security Regulations are provided in advance to the other party in writing; further provided that, if a Security Regulation requires the other party to obtain any support or maintenance services, upgrade, enhance or otherwise modify its Systems, then, upon the election of that party, both parties shall reasonably cooperate and use commercially reasonable efforts to modify the provision or receipt of Transition Services, such Party shall complyas applicable, and shall cause in order to obviate the other members applicability of its Group and its Personnel to comply, with all of such other Party’s Group’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and . Neither party will not knowingly tamper with, compromise compromise, or circumvent any security or audit measures employed by such other Party’s Groupparty. (b) Each Party party shall, and shall use commercially reasonable efforts cause its Affiliates to (1) ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party’s Group party or its Affiliates gain such access, access and (2) take reasonable commercial steps to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement Agreement, and establishing appropriate policies designed implementing and maintaining commercially reasonable physical, technical, and administrative safeguards with respect to effectively enforce such restrictionsNon-Public Personal Information and as otherwise required by applicable Law. (c) Each Party The Provider and Recipient shall, and shall cause its Personnel who are specifically authorized to have their respective Affiliates to, access to the and use only those Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that party and its Affiliates, and only such data and information within such Systems, to which they have been granted the right to access and solely for the use permitted by the other Party reasonably considers necessary party. Any party and its Affiliates shall have the right to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited suspend access by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users Personnel of the other Partyparty or its Affiliates to such first party’s Systems undertake a controlled authorization process before access to the Systems is grantedor its Affiliates’ Systems, after prior written notice and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of consultation with the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to the other Party. (e) Each Party shall use commercially reasonable efforts to ensure that it does not introduce into the Systems of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group) to its Systems ifparty, in the Service Provider’s reasonable opinion, event the integrity party reasonably believes that such Personnel pose a security concern to a System. Any suspended access shall be promptly reinstated after the security concern is abated and if reinstatement would not reasonably be expected to result in the same security of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group)concern.

Systems Security. (a) If any Party US OPS, Purchaser, their Affiliates or its their respective Personnel are given receive access to any of US OPS’s, Purchaser’s or their respective Affiliates’, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of Transition the Services, such Party the accessing party or its Personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Partyparty’s Group’s system security policies, procedures and requirements (as amended from time its Affiliates’ Security Regulations of which written copies have been provided to time, such accessing party prior to the “Security Regulations”)date hereof, and will use reasonable care not to tamper with, compromise or circumvent any security or audit measures employed by such other Partyparty. For the avoidance of doubt, nothing in this Section 8.4 and no party’s GroupSecurity Regulations shall limit each party’s rights and obligations with respect to the provision and receipt of the Services hereunder. (b) Each Party party shall, and shall use commercially reasonable efforts to cause its Affiliates to, as required by Applicable Law, (i) ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party’s Group party or its Affiliates gain such access, access and to (ii) prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each Party US OPS and Purchaser shall, and shall cause its Personnel who are specifically authorized to have their respective Affiliates to, access to the and use only those Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that party and its Affiliates, and only such data and information within such Systems, to which they have been granted the other Party reasonably considers necessary right to prevent that Party or any unauthorized third access and use. Any party from accessing and its Affiliates shall have the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report right to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users deny specified Personnel of the other Party’s Systems undertake a controlled authorization process before party or its Affiliates access to the Systems is grantedsuch first party’s or its Affiliates’ Systems, after prior written notice and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of consultation with the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to the other Party. (e) Each Party shall use commercially reasonable efforts to ensure that it does not introduce into the Systems of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group) to its Systems ifparty, in the Service Provider’s reasonable opinion, event the integrity and party reasonably believes that such Personnel pose a security of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems of the other Party’s Group)concern.

Systems Security. (a) If the Service Provider, the Service Recipient, or any Party or its Personnel are of their respective personnel will be given access to any of the Service Provider’s or the Service Recipient’s, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party or its personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s Group’s system security policies, procedures and requirements to the extent provided to the accessing Party or its personnel (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Group. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel personnel who are specifically authorized to have access to the Systems of the other Party’s Group Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictionsAgreement. (c) The Service Provider, the Service Recipient, and their respective personnel shall access and use only those Systems, and only such data and information within such Systems, to such Party and its personnel have been granted access. Each Party shallshall have the right to deny the personnel of the other Party access to such Party’s Systems, and after prior written notice, in the event the Party reasonably believes that such personnel pose a security concern. If, at any time, either Party determines that the other Party or its personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized personnel of the other Party has accessed its Systems, or that the other Party or 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, such Party shall cause its Personnel who are specifically authorized to have immediately terminate any such personnel’s access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that and immediately notify the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriatewriting. (d) If All user identification numbers and passwords of a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach disclosed to the other Party Party, and any information obtained from the use of such disclosing Party’s Systems, shall be deemed Service Provider Confidential Information or Service Recipient Confidential Information, as soon as reasonably practicably after detection; and (iii) identify steps to ensure that applicable, of the breach does not reoccur and report those steps to the other disclosing Party. (e) Each Party shall use commercially reasonable efforts to ensure that it does not introduce into the Systems of will cooperate with the other Party in investigating any software virus apparent unauthorized access to such Party’s Systems or any apparent unauthorized release by a Party or such Party’s personnel of Service Provider Confidential Information or Service Recipient Confidential Information, as applicable. Each Party will immediately revoke any access to the other malicious code that might affect Party’s Systems once its personnel no longer have a need to access the Transition Services or corrupt any data or applications on those other Party’s Systems. (f) The Service Provider may, with prior written notice, suspend and its Affiliates may take any steps reasonably necessary to protect the access security and integrity of their information technology and other systems against breaches of the Security Regulations by the Service Recipient or other security threats arising out of the interconnection between such systems and those of the Service Recipient, including termination of any such interconnection, provided that (i) the Service Provider and its Affiliates shall use reasonable efforts not to adversely affect the Services, and to minimize any such adverse effect that could occur, and (ii) if such steps result in any interruption of Services received by the Service Recipient, the Service Provider shall resume the provision of the Services as soon as reasonably practicable after such breach or other threat has been resolved and the Service Recipient’s Personnel who are specifically authorized to have access Provider has received assurances from the Service Recipient in a form reasonably acceptable to the Systems of the other Party’s Group) to its Systems if, in Service Provider that the Service Provider’s reasonable opinion, the integrity Recipient is and security of the Systems or any data stored on them is being or is imminently likely will continue to be jeopardized by in compliance with all applicable Security Regulations. Any adverse impact or interruption to the activities Services that occurs as a result of the Service Recipient (Provider or its Affiliates exercising their rights under this Section 5.3 shall not be deemed a breach of this Agreement by the Service Recipient’s Personnel who are specifically authorized Provider or a failure by the Service Provider or its Affiliates to have access to provide the Systems of the other Party’s Group)Services.

Systems Security. (a) If any either Party or its Personnel are will be given access to any of the computer systems or software of any member of the other Party’s Group Party or any party performing the Services on its behalf (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, shall comply with all of such other Party’s Group’s system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Groupthe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of its their respective Personnel who are specifically authorized to have access to the Systems of the other Party’s Group Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) Each If, at any time, either Party shalldetermines that any Personnel of the other Party or its Affiliates has sought to circumvent, and or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or its Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall cause its Personnel who are specifically authorized to have immediately terminate any such Personnel’s access to the Systems of the other Party’s Group to: (i) cooperate in any reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to the other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or is informed of, a breach of its Security Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any Confidential Information of the other Party on any System, such Party shall: (i) immediately act to prevent or mitigate the effects of the breach; (ii) report the breach to the other Party as soon as reasonably practicably after detection; and (iii) identify steps to ensure that the breach does not reoccur and report those steps to notify the other Party. (ed) Each Honeywell, AdvanSix and their respective Personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any Party shall use commercially reasonable efforts have the right to ensure that it does not introduce into deny the Systems Personnel of the other Party any software virus or access to such Party’s Systems, after prior written notice and consultation with the other malicious code Party, in the event the Party reasonably believes that might affect the Transition Services or corrupt any data or applications on those Systemssuch Personnel pose a security concern. (fe) The Service Provider mayIf a Party or any of its Affiliates is a party to a Change in Control Transaction, with as defined below, such Party shall promptly, but no later than 30 days prior written noticeto the close of the Change in Control Transaction, suspend permanently delete from its Systems and destroy all confidential Information pertaining to the access other Party or its Affiliates and, at the request and option of such Party, provide evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred and/or allow an audit by an independent consultant identified and selected by the Service Recipient (other Party and the Service Recipient’s Personnel who are specifically authorized to have access reasonably acceptable to the Systems of Party to confirm such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the other Party’s Groupacquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) to its Systems if, in the Service Provider’s reasonable opinion, the integrity and security of the Systems by any person or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient group (or the Service Recipient’s Personnel who are specifically authorized to have access to the Systems shareholders of any person) of more than 50% of the other assets of a Party and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 50% of a Party’s Group)equity securities.