Common use of DATA SYSTEMS Clause in Contracts

DATA SYSTEMS. (i) In respect of the Systems of Sphere and its Subsidiaries: (A) the Systems have been maintained and supported in accordance with prudent industry practices in all material respects; (B) commercially reasonable controls are in place to control access and security to such Systems and there are appropriate firewalls, virus protection programs and other cybersecurity measures in place that are consistent with current standards and practices of a reasonably prudent business operating in a similar industry and that such measures and policies reasonably safeguard proper access to and the security of the data of Sphere and its Subsidiaries; (C) all software being used is supported by valid licenses and all licenses in respect of such software are in good standing in all material respects and not in default in any material respect; and (D) all related data, content and programs are backed-up regularly with copies stored safely and securely off-site. (ii) There have been no written complaints relating to any improper use or disclosure of any information involving Sphere or its Subsidiaries, nor any breach in the information security, cybersecurity or similar systems in respect of Sphere or its Subsidiaries in the past three years. (iii) To the knowledge of Sphere, the computer and data processing systems, facilities and services used by Sphere are substantially free of any material defects, bugs and errors and do not contain any disabling codes or instructions, spyware, trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement or destruction of, software, data or other materials wherein any trade secrets or proprietary information of Sphere or its Subsidiaries has been disclosed to a third party.

DATA SYSTEMS. (i) In respect of the Systems of Sphere Cathedra and its Subsidiaries: (A) the Systems have been maintained and supported in accordance with prudent industry practices in all material respects; (B) commercially reasonable controls are in place to control access and security to such Systems and there are appropriate firewalls, virus protection programs and other cybersecurity measures in place that are consistent with current standards and practices of a reasonably prudent business operating in a similar industry and that such measures and policies reasonably safeguard proper access to and the security of the data of Sphere Cathedra and its Subsidiaries; (C) all software being used is supported by valid licenses and all licenses in respect of such software are in good standing in all material respects and not in default in any material respect; and (D) all related data, content and programs are backed-up regularly with copies stored safely and securely off-site. (ii) There have been no written complaints relating to any improper use or disclosure of any information involving Sphere Cathedra or its Subsidiaries, nor any breach in the information security, cybersecurity or similar systems in respect of Sphere Cathedra or its Subsidiaries in the past three years. (iii) To the knowledge of SphereCathedra, the computer and data processing systems, facilities and services used by Sphere Cathedra are substantially free of any material defects, bugs and errors and do not contain any disabling codes or instructions, spyware, trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement or destruction of, software, data or other materials wherein any trade secrets or proprietary information of Sphere Cathedra or its Subsidiaries has been disclosed to a third party.