Common use of Data Security Safeguards Clause in Contracts

Data Security Safeguards. Franchisee shall exert Franchisee’s best efforts to protect its clients and the Franchised Business against a cyber‐event, including, without limitation, a data breach or other identity theft or theft of personal information (collectively, a “Cyber Event”). If a Cyber Event occurs, regardless of whether the Cyber Event affects only the Franchised Business, Franchisor reserves the right, but shall not have any obligation, to perform and/or control and/or cause its third‐party consultants to perform and/or control all aspects of the response to the Cyber Event including, without limitation, the investigation, containment and resolution of the Cyber Event and all communications within the Fiesta franchise system and with vendors and suppliers, governmental authorities and the general public. Franchisor’s control of the response to a Cyber Event may potentially affect or interrupt operations of the Franchised Business, but shall not create any liability for Franchisor or additional rights for Franchisee, entitle Franchisee to damages or relieve Franchisee of Franchisee’s indemnification obligations under Section 18.2. Franchisee shall reimburse Franchisor for all of Franchisor’s out‐of‐pocket costs and expenses incurred in responding to and remedying any Cyber Event caused solely by Franchisee or the Franchised Business. Notwithstanding Franchisor’s right to perform and/or control all aspects of a response to a Cyber Event, Franchisor shall make commercially reasonable efforts to coordinate its response with Franchisee and Franchisee’s insurance carrier(s) and to cooperate with Franchisee’s insurance carrier(s) regarding insurance coverage of the Cyber Event to the extent reasonably practicable under the circumstances.