Common use of Systems Security Clause in Contracts

Systems Security. When Buyer is given access to Seller’s computer system(s), facilities, networks (including voice or data networks) or software (“Systems”) in connection with the Transition Services or Migration Plan, Buyer shall comply with all lawful security regulations reasonably required by Seller from time to time “Security Regulations”), including without limitation the requirements set forth on Annex B hereto, and will not tamper with, compromise or circumvent any security or audit measures employed by Seller. Buyer’s Related Parties may be required to execute a separate system access agreement for individuals who are to have access to Seller’s Systems. Buyer shall ensure that only those users who are specifically authorized to gain access to Seller’s Systems as necessary to utilize the Transition Services or assist with the Migration gain such access and that such users do not engage in unauthorized destruction, alteration or loss of information contained therein. If at any time a Party determines that any personnel of Buyer has sought to circumvent or has circumvented Seller’s Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access Seller’s Systems or a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of data, information or software, to the extent within Buyer’s control, Buyer or Seller, as appropriate, shall immediately terminate any such person’s access to Seller’s Systems and immediately notify Seller. In addition, a material failure to comply with the Security Regulations shall be a breach of this Agreement; in which case, Seller shall notify Buyer and both Parties shall work together to rectify said breach. If the breach is not rectified within ten (10) days of its occurrence, the Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinators, Seller shall be entitled to immediately terminate the Transition Services to which the breach relates until such time as the breach is remedied.

Systems Security. When Buyer is given If the Company shall receive access to Seller’s any of the Providers’ computer facilities, system(s), facilities, networks (including voice or data networksdata) or software (“Systems”) in connection with performance of the Transition Services or Migration PlanServices, Buyer the Company shall comply with all lawful system security regulations reasonably required policies, procedures and requirements that may be provided by Seller either Provider to the Company in writing from time to time (the “Security Regulations”), including without limitation the requirements set forth on Annex B hereto, ) and will shall not tamper with, compromise or circumvent any security or audit measures employed by Sellerthe Providers. Buyer’s Related Parties Any employee of the Company or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Systems may be required to execute a separate system access agreement for individuals who are to have access to Seller’s Systemsagreement. Buyer The Company shall ensure that only those such users who are specifically authorized to gain access to Seller’s the Providers’ Systems as necessary to utilize the Transition Services or assist with the Migration will gain such access and that such users do not engage in shall prevent unauthorized destruction, alteration or loss of information contained therein. If at any time a Party either Provider determines that any personnel of Buyer the Company of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented Seller’s the Providers’ Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access Seller’s the Providers’ Systems or a person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, to the extent within Buyer’s control, Buyer or Seller, as appropriate, shall such Provider may immediately terminate any such person’s access to Seller’s the Systems and immediately shall promptly notify Sellerthe Company. In addition, a material failure to comply with the Providers’ Security Regulations shall be a breach of this Agreement; , in which case, Seller the Providers shall notify Buyer the Company and both such Parties shall work together to rectify said breach. If the Parties do not rectify the breach is not rectified within ten thirty (1030) days of from its occurrence, the Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinators, Seller Providers shall be entitled to immediately terminate the Transition Services to which the breach relates until such time as the breach is remediedrelates.

Systems Security. When If Buyer is given shall receive access to any of Seller’s computer facilities, system(s), facilities, networks (including voice or data networksdata) or software (“Systems”) in connection with performance of the Transition Services or Migration PlanServices, Buyer shall comply with all lawful system security regulations reasonably required policies, procedures and requirements that may be provided by Seller to Buyer in writing from time to time (the “Security Regulations”), including without limitation the requirements set forth on Annex B hereto, ) and will shall not tamper with, compromise or circumvent any security or audit measures employed by Seller. BuyerAny employee of Buyer or any of its Subsidiaries or Affiliates that is expected to have access to Seller’s Related Parties may Systems or that accesses Seller’s Systems shall be required to execute a separate system access agreement for individuals who are to have access to Seller’s Systemsagreement. Buyer shall ensure that only those users employees of Buyer who are specifically authorized to gain access to Seller’s Systems as necessary to utilize the Transition Services or assist with the Migration and no other employees of Buyer will gain such access and that such users do not engage in shall prevent unauthorized destruction, alteration or loss of information contained thereintherein by employees of Buyer. If at any time a Party xxxx Xxxxxx determines that any personnel of Buyer of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented Seller’s Security Regulations or other security or audit measures or that an unauthorized person Person has accessed or may access Seller’s Systems or a person Person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, to the extent within Buyer’s control, Buyer or Seller, as appropriate, shall Seller may immediately terminate any such personPerson’s access to Seller’s the Systems and immediately shall promptly notify SellerBuyer. In addition, a material failure by any employee of Buyer or any of its Subsidiaries or Affiliates to comply with the Seller’s Security Regulations shall be a breach of this Agreement; , in which case, Seller shall notify Buyer and both Parties such Parties, through their Service Coordinators, who shall work together to rectify remediate the cause of said breach. If Notwithstanding the foregoing, if such breach is not rectified within ten (10) days of its occurrencereasonably likely to have a material adverse affect on Seller’s computer facilities, the Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinatorssystems, networks or software, Seller shall be entitled to immediately terminate the Transition Services to which the breach relates until such time as the breach is remediedby written notice to Buyer.

Systems Security. When If Buyer is given shall receive access to any of Seller’s computer facilities, system(s), facilities, networks (including voice or data networksdata) or software (“Systems”) in connection with performance of the Transition Services or Migration PlanServices, Buyer shall comply with all lawful system security regulations reasonably required policies, procedures and requirements that may be provided by Seller to Buyer in writing from time to time “(the “ Security Regulations”), including without limitation the requirements set forth on Annex B hereto, ) and will shall not tamper with, compromise or circumvent any security or audit measures employed by Seller. BuyerAny employee of Buyer or any of its Subsidiaries or Affiliates that is expected to have access to Seller’s Related Parties may Systems or that accesses Seller’s Systems shall be required to execute a separate system access agreement for individuals who are to have access to Seller’s Systemsagreement. Buyer shall ensure that only those users employees of Buyer who are specifically authorized to gain access to Seller’s Systems as necessary to utilize the Transition Services or assist with the Migration and no other employees of Buyer will gain such access and that such users do not engage in shall prevent unauthorized destruction, alteration or loss of information contained thereintherein by employees of Buyer. If at any time a Party xxxx Xxxxxx determines that any personnel of Buyer of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented Seller’s Security Regulations or other security or audit measures or that an unauthorized person Person has accessed or may access Seller’s Systems or a person Person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, to the extent within Buyer’s control, Buyer or Seller, as appropriate, shall Seller may immediately terminate any such personPerson’s access to Seller’s the Systems and immediately shall promptly notify SellerBuyer. In addition, a material failure by any employee of Buyer or any of its Subsidiaries or Affiliates to comply with the Seller’s Security Regulations shall be a breach of this Agreement; , in which case, Seller shall notify Buyer and both Parties such Parties, through their Service Coordinators, who shall work together to rectify remediate the cause of said breach. If Notwithstanding the foregoing, if such breach is not rectified within ten (10) days of its occurrencereasonably likely to have a material adverse affect on Seller's computer facilities, the Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinatorssystems, networks or software, Seller shall be entitled to immediately terminate the Transition Services to which the breach relates until such time as the breach is remediedby written notice to Buyer.

Systems Security. When Buyer is given access to Seller’s 's computer system(s), facilities, networks (including voice or data networks) or software (“"Systems”") in connection with the Seller Transition Services or Migration Plan, Buyer shall comply with all lawful security regulations reasonably required by Seller from time to time “"Security Regulations”"), including without limitation the requirements set forth on Annex B C hereto, and will not tamper with, compromise or circumvent any security or audit measures employed by Seller. Buyer’s 's Related Parties may be required to execute a separate system access agreement for individuals who are to have access to Seller’s 's Systems. Buyer shall ensure that only those users who are specifically authorized to gain access to Seller’s 's Systems as necessary to utilize the Seller Transition Services or assist with the Migration gain such access and that such users do not engage in unauthorized destruction, alteration or loss of information contained therein. If at any time a Party determines that any personnel of Buyer has sought to circumvent or has circumvented Seller’s 's Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access Seller’s 's Systems or a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of data, information or software, to the extent within Buyer’s 's control, Buyer or Seller, as appropriate, shall immediately terminate any such person’s 's access to Seller’s 's Systems and immediately notify Seller. In addition, a material failure to comply with the Security Regulations shall be a breach of this Agreement; in which case, Seller shall notify Buyer and both Parties shall work together to rectify said breach. If the breach is not rectified within ten (10) days of its occurrence, the Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinators, Seller shall be entitled to immediately terminate the Seller Transition Services to which the breach relates until such time as the breach is remedied.