Common use of Additional Protective Measures Clause in Contracts

Additional Protective Measures. Supplier shall strictly comply with the security procedures set forth in Exhibit 12. Supplier shall limit access to the Confidential Information to EDC Personnel who have a need to know for providing the Services and who have signed the nondisclosure agreement set forth in Section 11.4(b) (“Authorized EDC Personnel”). Supplier agrees to maintain a log which contains a list of all employees who actually have had access to the Confidential Information. Supplier shall not provide any other party, including any other employees or agents of Supplier, with access to the Confidential Information. Supplier may designate additional persons as Authorized EDC Personnel upon (i) written notice to Chordiant of the identity of such additional parties, and (ii) Chordiant’s express written acceptance of such additional persons, which may be given or withheld in Chordiant’s sole discretion. In addition, Supplier shall access Chordiant’s source code only on Authorized CPUs (as defined in Exhibit 12) on a Secure Computer System. To further assure the confidentiality of the Confidential Information: (a) Supplier shall ensure that all Confidential Information received from Chordiant, and any copies thereof made by Supplier, will be properly marked or otherwise appropriately identified as Confidential Information before being made available to Authorized EDC Personnel. Supplier shall instruct Authorized EDC Personnel not to copy Confidential Information and not to disclose Confidential Information to anyone not authorized to receive it. (b) Supplier shall take prompt and appropriate action to prevent unauthorized use or disclosure of Confidential Information. (c) Without limiting the foregoing, Supplier will use the same degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Supplier uses to protect its own confidential information of a like nature, but in no event may the safeguards for protecting such Confidential Information be less than a reasonably prudent business would exercise under similar circumstances. (d) Supplier agrees that Chordiant representatives may inspect the access log for the Confidential Information and the record of the copies made of the Confidential Information at any time.

Additional Protective Measures. Supplier shall strictly comply with the security procedures set forth in Exhibit 12. Supplier shall limit access to the Confidential Information to EDC Personnel who have a need to know for providing the Services and who have signed the nondisclosure agreement set forth in Section 11.4(b) (“Authorized EDC Personnel”). Supplier agrees to maintain a log which contains a list of all employees who actually have had access to the Confidential Information. Supplier shall not provide any other party, including any other employees or agents of Supplier, with access to the Confidential Information. Supplier may designate additional persons as Authorized EDC Personnel upon (i) written notice to Chordiant of the identity of such additional parties, and (ii) Chordiant’s express written acceptance of such additional persons, which may be given or withheld in Chordiant’s sole discretion. In addition, Supplier shall access Chordiant’s source code only on Authorized CPUs (as defined in Exhibit 12) on a Secure Computer System. To further assure the confidentiality of the Confidential Information: (a) Supplier shall ensure that all Confidential Information received from Chordiant, and any copies thereof made by Supplier, will be properly marked or otherwise appropriately identified as Confidential Information before being made available to Authorized EDC Personnel. Supplier shall instruct Authorized EDC Personnel not to copy Confidential Information and not to disclose Confidential Information to anyone not authorized to receive it. (b) Supplier shall take prompt and appropriate action to prevent unauthorized use or disclosure of Confidential Information. (c) Without limiting the foregoing, Supplier will use the same degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Supplier uses to protect its own confidential information of a like nature, but in no event may the safeguards for protecting such Confidential Information be less than a reasonably prudent business would exercise under similar circumstances. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) Supplier agrees that Chordiant representatives may inspect the access log for the Confidential Information and the record of the copies made of the Confidential Information at any time.