IT Systems; Data Security and Privacy Sample Clauses
The IT Systems; Data Security and Privacy clause establishes requirements and responsibilities for protecting information technology systems and safeguarding data privacy within an organization or between contracting parties. It typically outlines standards for securing networks, managing access to sensitive information, and complying with relevant data protection laws, such as requiring encryption, regular security audits, or prompt notification of data breaches. The core function of this clause is to mitigate risks related to unauthorized access, data loss, or privacy violations, thereby ensuring the integrity and confidentiality of information handled under the agreement.
IT Systems; Data Security and Privacy. (a) Except as would not constitute a Material Adverse Effect, (i) since January 1, 2017, a failure or lack of capacity of the IT Systems has not prevented the Company or any of its Affiliates from conducting their respective businesses in the ordinary course, and (ii) to the Knowledge of the Company, the IT Systems do not contain any Malware that would reasonably be expected to disrupt the ability of the Company and its Subsidiaries to conduct their businesses or present a risk of unauthorized access, disclosure, use, corruption, destruction, or loss of any Personal Information or other non-public information.
(b) Except as would not constitute a Material Adverse Effect, the Company, and its Subsidiaries have implemented, maintain, and comply with written information security (including cybersecurity), business continuity, and backup and disaster recovery plans and procedures that are consistent with generally accepted industry standards and applicable Laws, writs, injunctions, directives, judgments, decrees, and orders. Except as would not constitute a Material Adverse Effect, since January 1, 2017, to the Knowledge of the Company, there has been no unauthorized disclosure, use of or access to (i) any Personal Information or other non-public information held by or on behalf of the Company or its Affiliates or (ii) the IT Systems.
(c) Except as would not constitute a Material Adverse Effect, since January 1, 2017, the Company and its Subsidiaries have implemented, maintain and comply with internal privacy policies and procedures and comply with any and all applicable regulatory guidelines, contractual requirements, terms of use, and industry standards applicable to the collection, retention, storage, protection, security, use, disclosure, distribution, transmission, maintenance, and disposal of Personal Information.
IT Systems; Data Security and Privacy. (a) The IT Systems (i) are in good repair and operating condition and are adequate and suitable (including with respect to working condition, security, performance and capacity) in all material respects, individually, for the purposes for which they are being used or held for use, and, collectively, for the operation of the Business, and (ii) to the Knowledge of Seller Parent, do not contain any Malware that would reasonably be expected to materially adversely interfere with the conduct of the Business or present a material risk of business interruption or of unauthorized access, disclosure, use, corruption, destruction or loss of any personally identifiable information, data or non-public information.
(b) The Business Subsidiaries and Asset Sellers (to the extent relating to the Business) (i) have implemented, maintain, and comply with written security, business continuity and backup and disaster recovery plans and procedures with respect to the IT Systems, and (ii) have taken steps to test such plans and procedures. During the thirty-six (36) months preceding the date of this Agreement, (x) there has been no material failure, breakdown, persistent substandard performance, unauthorized access or use, or other adverse event affecting any of the IT Systems, and (y) no Business Subsidiary or Asset Seller to the extent relating to the Business has been notified in writing by any third Person (including pursuant to an audit of the Business by such third Person) of, nor to the Knowledge of Seller Parent is there, any material data security, information security or other technological deficiency with respect to the IT Systems, in each case of (x) and (y), that has caused or could reasonably be expected to cause any material disruption to the conduct of the Business or present a material risk of unauthorized access, disclosure, use, corruption, destruction or loss of any personally identifiable information, data or non-public information.
(c) During the thirty-six (36) months preceding the date of this Agreement, (i) a privacy statement regarding the use, including the collection, security, and disclosure, of the personally identifiable information, data and non-public information of individuals who are visitors to the websites or users of the applications of the Business Subsidiaries and the Business has at all times been and is posted and accessible to individuals on each such website or application, and (ii) the Business Subsidiaries, and Asset Sellers to the ...
IT Systems; Data Security and Privacy. The IT Systems (a) are in good repair and operating condition and are adequate for the business of the Acquired Companies and (b) do not contain any Malicious Code that would reasonably be expected to interfere with the conduct of the business of the Acquired Companies or present a material risk of unauthorized access, disclosure, use, corruption, destruction or loss of any Personal Data or other non-public information. The Acquired Companies (a) have implemented, maintained, and complied in all material respects with an Information Security Program and (b) have taken commercially reasonable steps to assess and test such plans and procedures on no less than an annual basis, remediated all critical, high and medium risks and vulnerabilities with respect thereto and such Information Security Programs have been proven effective upon such testing. The Acquired Companies, and with respect to Company Data, their Data Processors, comply, in all material respects, with applicable Privacy Requirements. All Company Data will continue to be available for Processing by, the Acquired Companies following the Closing on substantially the same terms and conditions as existed immediately before the Closing. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, and, to the Knowledge of the Seller, to the extent required by applicable Privacy Requirements, (a) Personal Data is Processed by the Acquired Companies and its Data Processors in an encrypted manner, and (b) Personal Data is deleted or destroyed by the Acquired Companies and their Data Processors. The Acquired Companies have not sold (as defined by the California Consumer Privacy Act of 2018), and does not sell, any Personal Data to Persons or other third parties. Neither the execution, delivery or performance of this Agreement nor any of the other agreements contemplated by this Agreement, nor the consummation of any of the transactions contemplated by this Agreement or any such other agreements violate in any material respect any Privacy Requirements or Company Privacy Policies. Where the Acquired Companies use a Data Processor to Process Personal Data, the Acquired Companies have used commercially reasonable efforts to obligate such Data Processors to Process such Personal Data in compliance with the Privacy Requirements. Since December 31, 2019, (a) the Acquired Companies and their Data Processors have not suffered a material Sec...
IT Systems; Data Security and Privacy. (a) All Information Technology Systems (i) operate and perform in accordance with their documentation and functional specifications in all material respects and otherwise as required by the Companies, (ii) have not materially malfunctioned or failed within the past two (2) years, and (iii) are free of (A) any critical defects, including any critical error or critical omission in the processing of any transactions and (B) any virus, trojan horse, worm, ▇▇▇▇▇▇ ▇▇▇▇, back door, time bomb, drop dead device or other software routines or hardware components designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to disable a computer program automatically with the passage of time or under the positive control of a Person other than the user of the program (“Malicious Code”). The Companies (other than the JV LLC) take and have taken commercially reasonable steps intended to ensure that the Information Technology Systems are free from Malicious Code. The Companies (other than the JV LLC) have disaster recovery plans and procedures consistent with industry standards, and take and have taken steps to safeguard and back-up the Information Technology Systems. During the three (3) year period prior to the date of this Agreement, to the Knowledge of the Companies, there has not been an unauthorized breach or disclosure of data stored or contained in the Information Technology Systems.
(b) Sellers and their Affiliates (including the Company Group), with respect to the Business, (i) have implemented, maintained, and monitored for compliance with commercially reasonable written information security policies and procedures that contain administrative, technical and physical safeguards consistent with industry standards designed to protect the confidentiality, security, availability or integrity of the Information Technology Systems and Personal Information, data or non-public information stored on such Information Technology Systems from misuse or unauthorized use, access, disclosure or modification and (ii) none of the Sellers or their Affiliates (including the Company Group) with respect to the Business have been notified in writing by any Person (including pursuant to an audit of the Business by such Person) of any material data security, information security or other technological deficiency with respect to the Information Technology Systems.
IT Systems; Data Security and Privacy. (a) Sellers, with respect to the conduct of the White Oak Business, including with respect to the Processing of Personal Information are in material compliance with, and have for the last six (6) years been in compliance with, all applicable Privacy and Security Requirements. Sellers have in place and have at all times complied in all material respects with Sellers’ privacy policies published or made available to data subjects from which each Seller collects Personal Information or other data, and such privacy policies are in material compliance with applicable Privacy and Security Requirements. Sellers have obtained, and have complied in all material respects with the terms of, any consents, authorizations, waiver of authorization or other permission pursuant to which any Seller accesses, uses, discloses or has accessed, used or disclosed Personal Information (collectively, “Privacy Consents”). Sellers have the right pursuant to applicable authorizations, Privacy Consents, and their privacy policies to engage in the Processing of such data or information for the purpose such data or information is and has been collected, used or disclosed. Sellers have not supplied or provided access to Personal Information for which Processing was conducted by them to a third party for remuneration or other consideration.
(b) None of the execution, delivery or performance of this Agreement, nor the consummation of any of the Transactions will result in any violation of Sellers’ privacy policies, the Privacy Consents, or applicable Privacy and Security Laws.
(c) During the six (6) years prior to the Execution Date, Sellers have not received any written, or to the Sellers’ Knowledge, oral communication, information request or notice from any Governmental Authority relating to, or alleging that Sellers are not in compliance, with applicable Privacy and Security Laws or had an occurrence or event that required Sellers to provide notification to any Governmental Authority under applicable Privacy and Security Laws.
(d) All Information Technology Systems (i) reasonably operate and perform in accordance with their documentation and functional specifications in all material respects and otherwise as required by Sellers; (ii) are sufficient for Sellers’ conduct of the White Oak Business as currently conducted; (iii) have not materially malfunctioned or failed in the prior three (3) years; and (iv) to Sellers’ Knowledge, are free of (A) any material defects including any material ...