Network access and security. (a) All interconnectivity by HPI to the computing systems and/or networks of SEG, and all attempts at such interconnectivity, shall be only through the security gate-ways/firewalls of the Primary Parties or through such other security means as used by HPI to provide services to SEG immediately prior to the Effective Date; provided, that, during the Ongoing Services Term, SEG may transition any such computing systems and/or networks to such security gateways/firewalls as determined by SEG, and, subject to the limitations set forth below, HPI shall provide commercially reasonable cooperation to SEG in connection with such transition; provided that SEG shall reimburse HPI in full for its reasonable costs or expenses incurred in relation to such cooperation. (b) Neither Primary Party shall access, and the Primary Parties shall take reasonable actions designed to prevent unauthorized Persons to access, the computing systems and/or networks of the other Primary Party without the other Primary Party’s express written authorization or except as otherwise authorized or reasonably required by the other Primary Party pursuant to this Agreement, and any such actual or attempted access shall be consistent with any such authorization or this Agreement. (c) The Primary Parties shall use commercially reasonable efforts to maintain, and update pursuant to a commercially reasonable schedule, and more frequently in response to specific threats that become known from time to time, a virus detection/scanning program in connection with the connectivity by SEG to HPI computing systems and/or networks, which shall be consistent in all material respects with that used by such Primary Parties immediately prior to the Effective Date. (d) HPI shall use commercially reasonable efforts to maintain a prudent security program, consistent in all material respects with that used by HPI immediately prior to the Effective Date, including appropriate physical, electronic and procedural safeguards, designed to (i) maintain the security and confidentiality of HPI’s systems and confidential information of SEG on HPI’s systems, (ii) protect against any threats or hazards to the security or integrity of HPI’s systems, including the confidential, non-public and proprietary information of SEG on HPI’s systems, and (iii) prevent unauthorized access to or use of HPI’s systems, including the confidential, non-public and proprietary information of SEG on HPI’s systems. SEG shall comply with all physical, electronic, and procedural security policies and procedures maintained by HPI pursuant to this Agreement that have been made available by HPI to SEG.
Appears in 1 contract
Sources: Services Agreement (McGraw-Hill Interamericana, Inc.)
Network access and security. (a) All interconnectivity by HPI NightHawk to the computing systems and/or networks of SEGElusys, and all attempts at such interconnectivity, shall be only through the security gate-ways/firewalls of the Primary Parties or through such other security means as used by HPI to provide services to SEG immediately prior to the Effective DateParties; provided, that, during the Ongoing Services Termterm of this Agreement, SEG Elusys may transition any such computing systems and/or networks to such security gateways/firewalls as determined by SEGElusys, and, subject to the limitations set forth below, HPI NightHawk shall provide commercially reasonable cooperation to SEG Elusys in connection with such transition; provided provided, that SEG Elusys shall reimburse HPI NightHawk in full for its reasonable costs or expenses incurred in relation to such cooperation.
(b) Neither Primary Party shall access, and the Primary Parties shall take reasonable actions designed to prevent unauthorized Persons to access, the computing systems and/or networks of the other Primary Party without the other Primary Party’s express written authorization or except as otherwise authorized or reasonably required by the other Primary Party pursuant to this Agreement, and any such actual or attempted access shall be consistent with any such authorization or this Agreement.
(c) The Primary Parties shall use commercially reasonable efforts to maintain, and update pursuant to a commercially reasonable schedule, and more frequently in response to specific threats that become known from time to time, a virus detection/scanning program in connection with the connectivity by SEG Elusys to HPI NightHawk computing systems and/or networks, which shall be consistent in all material respects with that used by such Primary Parties immediately prior to the Effective Datedate of this Agreement.
(d) HPI Each Party shall use commercially reasonable efforts to maintain a prudent security program, consistent in all material respects with that used by HPI NightHawk immediately prior to the Effective Datedate of this Agreement, including appropriate physical, electronic and procedural safeguards, designed to (i) maintain the security and confidentiality of HPIsuch Party’s systems and confidential information of SEG the other Party on HPI’s such systems, (ii) protect against any threats or hazards to the security or integrity of HPIsuch Party’s systems, including the confidential, non-public and proprietary information of SEG the other Party on HPIsuch Party’s systems, and (iii) prevent unauthorized access to or use of HPIsuch Party’s systems, including the confidential, non-public and proprietary information of SEG the other Party on HPIsuch Party’s systems. SEG Elusys shall comply with all physical, electronic, electronic and procedural security policies and procedures maintained by HPI NightHawk pursuant to this Agreement that have been made available by HPI NightHawk to SEG.Elusys.
Appears in 1 contract
Sources: Shared Services Agreement (NightHawk Biosciences, Inc.)
Network access and security. (a) All interconnectivity by HPI Sponsor to the computing systems and/or networks of SEGthe Company, and all attempts at such interconnectivity, shall be only through the security gate-ways/firewalls of the Primary Parties or through such other security means as used by HPI to provide services to SEG immediately prior to the Effective DateParties; provided, that, during the Ongoing Services Termterm of this Agreement, SEG the Company may transition any such computing systems and/or networks to such security gateways/firewalls as determined by SEGthe Company, and, subject to the limitations set forth below, HPI Sponsor shall provide commercially reasonable cooperation to SEG the Company in connection with such transition; provided provided, that SEG the Company shall reimburse HPI Sponsor in full for its reasonable costs or expenses incurred in relation to such cooperation.
(b) Neither Primary Party shall access, and the Primary Parties shall take reasonable actions designed to prevent unauthorized Persons to access, the computing systems and/or networks of the other Primary Party without the other Primary Party’s express written authorization or except as otherwise authorized or reasonably required by the other Primary Party pursuant to this Agreement, and any such actual or attempted access shall be consistent with any such authorization or this Agreement.
(c) The Primary Parties shall use commercially reasonable efforts to maintain, and update pursuant to a commercially reasonable schedule, and more frequently in response to specific threats that become known from time to time, a virus detection/scanning program in connection with the connectivity by SEG the Company to HPI Sponsor computing systems and/or networks, which shall be consistent in all material respects with that used by such Primary Parties immediately prior to the Effective Datedate of this Agreement.
(d) HPI Each Party shall use commercially reasonable efforts to maintain a prudent security program, consistent in all material respects with that used by HPI Sponsor immediately prior to the Effective Datedate of this Agreement, including appropriate physical, electronic and procedural safeguards, designed to (i) maintain the security and confidentiality of HPIsuch Party’s systems and confidential information of SEG the other Party on HPI’s such systems, (ii) protect against any threats or hazards to the security or integrity of HPIsuch Party’s systems, including the confidential, non-public and proprietary information of SEG the other Party on HPIsuch Party’s systems, and (iii) prevent unauthorized access to or use of HPIsuch Party’s systems, including the confidential, non-public and proprietary information of SEG the other Party on HPIsuch Party’s systems. SEG The Company shall comply with all physical, electronic, electronic and procedural security policies and procedures maintained by HPI Sponsor pursuant to this Agreement that have been made available by HPI Sponsor to SEGthe Company.
Appears in 1 contract
Network access and security. (a) All interconnectivity by HPI Verso to the computing systems and/or networks of SEGNewPage, and all attempts at such interconnectivity, shall be only through the security gate-ways/firewalls of the Primary Parties or through such other security means as used by HPI to provide services to SEG immediately prior to the Effective DateParties; provided, that, during the Ongoing Services Term, SEG NewPage may transition any such computing systems and/or networks to such security gateways/firewalls as determined by SEGNewPage, and, subject to the limitations set forth below, HPI Verso shall provide commercially reasonable cooperation to SEG NewPage in connection with such transition; provided that SEG NewPage shall reimburse HPI Verso in full for its reasonable costs or expenses incurred in relation to such cooperation.
(b) Neither Primary Party shall access, and the Primary Parties shall take reasonable actions designed to prevent unauthorized Persons to access, the computing systems and/or networks of the other Primary Party without the other Primary Party’s express written authorization or except as otherwise authorized or reasonably required by the other Primary Party pursuant to this Agreement, and any such actual or attempted access shall be consistent with any such authorization or this Agreement.
(c) The Primary Parties shall use commercially reasonable efforts to maintain, and update pursuant to a commercially reasonable schedule, and more frequently in response to specific threats that become known from time to time, a virus detection/scanning program in connection with the connectivity by SEG NewPage to HPI Verso computing systems and/or networks, which shall be consistent in all material respects with that used by such Primary Parties immediately prior to the Effective Date.
(d) HPI Verso shall use commercially reasonable efforts to maintain a prudent security program, consistent in all material respects with that used by HPI Verso immediately prior to the Effective Date, including appropriate physical, electronic and procedural safeguards, designed to (i) maintain the security and confidentiality of HPIVerso’s systems and confidential information of SEG NewPage on HPIVerso’s systems, (ii) protect against any threats or hazards to the security or integrity of HPIVerso’s systems, including the confidential, non-public and proprietary information of SEG NewPage on HPIVerso’s systems, and (iii) prevent unauthorized access to or use of HPIVerso’s systems, including the confidential, non-public and proprietary information of SEG NewPage on HPIVerso’s systems. SEG NewPage shall comply with all physical, electronic, electronic and procedural security policies and procedures maintained by HPI Verso pursuant to this Agreement that have been made available by HPI Verso to SEGNewPage.
Appears in 1 contract
Sources: Shared Services Agreement (Verso Paper Holdings LLC)