Common use of Systems Security Clause in Contracts

Systems Security. If the Company shall receive access to any of the Providers’ computer facilities, system(s), networks (voice or data) or software (“Systems”) in connection with performance of the Services, the Company shall comply with all system security policies, procedures and requirements that may be provided by either Provider to the Company in writing from time to time (the “Security Regulations”) and shall not tamper with, compromise or circumvent any security or audit measures employed by the Providers. 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. The Company shall ensure that only such users who are specifically authorized to gain access to the Providers’ Systems will gain such access and shall prevent unauthorized destruction, alteration or loss of information contained therein. If at any time either Provider determines that any personnel of the Company of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Providers’ Security Regulations or that an unauthorized person has accessed or may access 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, such Provider may immediately terminate any such person’s access to the Systems and shall promptly notify the Company. In addition, a material failure to comply with the Providers’ Security Regulations shall be a breach of this Agreement, in which case, the Providers shall notify the Company and such Parties shall work together to rectify said breach. If the Parties do not rectify the breach within thirty (30) days from its occurrence, the Providers shall be entitled to immediately terminate the Services to which the breach relates.

Systems Security. If the Company Buyer shall receive access to any of the Providers’ Seller’s computer facilities, system(s), networks (voice or data) or software (“Systems”) in connection with performance of the Transition Services, the Company Buyer shall comply with all system security policies, procedures and requirements that may be provided by either Provider Seller to the Company Buyer in writing from time to time (the “Security Regulations”) and shall not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company Buyer or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Seller’s Systems may or that accesses Seller’s Systems shall be required to execute a separate system access agreement. The Company Buyer shall ensure that only such users those employees of Buyer who are specifically authorized to gain access to the Providers’ Seller’s Systems and no other employees of Buyer will gain such access and shall prevent unauthorized destruction, alteration or loss of information contained thereintherein by employees of Buyer. If at any time either Provider xxxx Xxxxxx determines that any personnel of the Company Buyer of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Providers’ Seller’s Security Regulations or that an unauthorized person Person has accessed or may access the Providers’ 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, such Provider Seller may immediately terminate any such personPerson’s access to the Systems and shall promptly notify the CompanyBuyer. In addition, a material failure by any employee of Buyer or any of its Subsidiaries or Affiliates to comply with the Providers’ Seller’s Security Regulations shall be a breach of this Agreement, in which case, the Providers Seller shall notify the Company Buyer and such Parties Parties, through their Service Coordinators, who shall work together to rectify remediate the cause of said breach. If Notwithstanding the Parties do not rectify the foregoing, if such breach within thirty (30) days from its occurrenceis reasonably likely to have a material adverse affect on Seller’s computer facilities, the Providers systems, networks or software, Seller shall be entitled to immediately terminate the Transition Services to which the breach relatesrelates by written notice to Buyer.

Systems Security. If the Company shall receive When Buyer is given access to any of the Providers’ Seller’s computer facilities, system(s), facilities, networks (including voice or datadata networks) or software (“Systems”) in connection with performance of the ServicesTransition Services or Migration Plan, the Company Buyer shall comply with all system lawful security policies, procedures and requirements that may be provided regulations reasonably required by either Provider to the Company in writing Seller from time to time (the “Security Regulations”) ), including without limitation the requirements set forth on Annex B hereto, and shall will not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Systems Buyer’s Related Parties may be required to execute a separate system access agreementagreement for individuals who are to have access to Seller’s Systems. The Company Buyer shall ensure that only such those users who are specifically authorized to gain access to Seller’s Systems as necessary to utilize the Providers’ Systems will Transition Services or assist with the Migration gain such access and shall prevent that such users do not engage in unauthorized destruction, alteration or loss of information contained therein. If at any time either Provider a Party determines that any personnel of the Company of any of its Subsidiaries or Affiliates Buyer has sought to circumvent or has circumvented the Providers’ Seller’s Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access the Providers’ Seller’s 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, such Provider may to the extent within Buyer’s control, Buyer or Seller, as appropriate, shall immediately terminate any such person’s access to the Seller’s Systems and shall promptly immediately notify the CompanySeller. In addition, a material failure to comply with the Providers’ Security Regulations shall be a breach of this Agreement, ; in which case, the Providers Seller shall notify the Company Buyer and such both Parties shall work together to rectify said breach. If the Parties do breach is not rectify the breach rectified within thirty ten (3010) days from of its occurrence, the Providers 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 relatesrelates until such time as the breach is remedied.

Systems Security. If the Company Buyer shall receive access to any of the Providers’ Seller’s computer facilities, system(s), networks (voice or data) or software (“Systems”) in connection with performance of the Transition Services, the Company Buyer shall comply with all system security policies, procedures and requirements that may be provided by either Provider Seller to the Company Buyer in writing from time to time (the ““ Security Regulations”) and shall not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company Buyer or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Seller’s Systems may or that accesses Seller’s Systems shall be required to execute a separate system access agreement. The Company Buyer shall ensure that only such users those employees of Buyer who are specifically authorized to gain access to the Providers’ Seller’s Systems and no other employees of Buyer will gain such access and shall prevent unauthorized destruction, alteration or loss of information contained thereintherein by employees of Buyer. If at any time either Provider xxxx Xxxxxx determines that any personnel of the Company Buyer of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Providers’ Seller’s Security Regulations or that an unauthorized person Person has accessed or may access the Providers’ 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, such Provider Seller may immediately terminate any such personPerson’s access to the Systems and shall promptly notify the CompanyBuyer. In addition, a material failure by any employee of Buyer or any of its Subsidiaries or Affiliates to comply with the Providers’ Seller’s Security Regulations shall be a breach of this Agreement, in which case, the Providers Seller shall notify the Company Buyer and such Parties Parties, through their Service Coordinators, who shall work together to rectify remediate the cause of said breach. If Notwithstanding the Parties do not rectify the foregoing, if such breach within thirty (30) days from its occurrenceis reasonably likely to have a material adverse affect on Seller's computer facilities, the Providers systems, networks or software, Seller shall be entitled to immediately terminate the Transition Services to which the breach relatesrelates by written notice to Buyer.

Systems Security. If the Company shall receive When Buyer is given access to any of the Providers’ Seller's computer facilities, system(s), facilities, networks (including voice or datadata networks) or software (“"Systems”") in connection with performance of the ServicesSeller Transition Services or Migration Plan, the Company Buyer shall comply with all system lawful security policies, procedures and requirements that may be provided regulations reasonably required by either Provider to the Company in writing Seller from time to time (the “"Security Regulations”) "), including without limitation the requirements set forth on Annex C hereto, and shall will not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Systems Buyer's Related Parties may be required to execute a separate system access agreementagreement for individuals who are to have access to Seller's Systems. The Company Buyer shall ensure that only such those users who are specifically authorized to gain access to Seller's Systems as necessary to utilize the Providers’ Systems will Seller Transition Services or assist with the Migration gain such access and shall prevent that such users do not engage in unauthorized destruction, alteration or loss of information contained therein. If at any time either Provider a Party determines that any personnel of the Company of any of its Subsidiaries or Affiliates Buyer has sought to circumvent or has circumvented the Providers’ Seller's Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access the Providers’ Seller's 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, such Provider may to the extent within Buyer's control, Buyer or Seller, as appropriate, shall immediately terminate any such person’s 's access to the Seller's Systems and shall promptly immediately notify the CompanySeller. In addition, a material failure to comply with the Providers’ Security Regulations shall be a breach of this Agreement, ; in which case, the Providers Seller shall notify the Company Buyer and such both Parties shall work together to rectify said breach. If the Parties do breach is not rectify the breach rectified within thirty ten (3010) days from of its occurrence, the Providers 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 relatesrelates until such time as the breach is remedied.