Common use of Network access and security Clause in Contracts

Network access and security. (a) All interconnectivity by Provider to the computing systems and/or networks of the Recipients and all attempts at such interconnectivity shall be only through the security gateways/firewalls of the Parties or through such other security means as used by Provider (or otherwise in accordance with Provider’s then-current security policies) to provide Services to the Business immediately prior to the Closing. (b) No Party shall access, and the Parties will take reasonable actions designed to prevent unauthorized Persons from accessing, the computing systems and/or networks of any other Party without such other Party’s express written authorization or except as otherwise authorized or reasonably required by such other Party pursuant to this Agreement, and any such actual or attempted access shall be consistent with any such authorization or this Agreement. (c) The Recipients shall comply with any and all rules, policies and procedures of Provider related to the access and use of the information systems, software and data of Provider (as provided to the Recipients in writing and as may be updated from time to time in the ordinary course of business provided, that Provider shall provide the Recipients and its personnel advanced written notice of any modified rules, policies and procedures), including, without limitation, execution of applicable on-boarding documentation, and rules, policies and procedures applicable to non-employees, visitors, and guests of Provider. If Provider determines, in its reasonable discretion, that further screening of the Recipients’ personnel is required because of the access to systems, premises or information contemplated by the Services, then Provider may also conduct background, reference, educational, criminal record, credit and other checks, as well as finger printing and drug screens (where such testing is permissible by Applicable Law), and require additional agreements on confidentiality and security with such personnel in its reasonable discretion, provided that such background check will not be required to the extent that Recipient personnel will only have access to the premises provided by the Services, and not any information systems of Provider. Attached hereto as Exhibit E are the Cyber Security Incident Reporting and Vulnerability Management processes, which the Parties will complete as soon as practicable. Relationship Managers shall review any security concerns, status of security for specific services, and potential incidents. (d) The 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 the Recipients to Provider computing systems and/or networks, which shall be consistent in all material respects with that used by such Parties immediately prior to the Closing.

Network access and security. (a) All interconnectivity by Provider to the computing systems and/or networks of the Recipients and all attempts at such interconnectivity shall be only through the security gateways/firewalls of the Parties or through such other security means as used by Provider (or otherwise in accordance with Provider’s then-current security policies) to provide Services to the Business immediately prior to the Closing. (b) No Party shall access, and the Parties will take reasonable actions designed to prevent unauthorized Persons from accessing, the computing systems and/or networks of any other Party without such other Party’s express written authorization or except as otherwise authorized or reasonably required by such other Party pursuant to this Agreement, and any such actual or attempted access shall be consistent with any such authorization or this Agreement. (c) The Recipients shall comply with any and all rules, policies and procedures of Provider related to the access and use of the information systems, software and data of Provider (as provided to the Recipients in writing and as may be updated from time to time in the ordinary course of business provided, that Provider shall provide the Recipients and its personnel advanced written notice of any modified rules, policies and procedures), including, without limitation, execution of applicable on-boarding documentation, and rules, policies and procedures applicable to non-employees, visitors, and guests of Provider. If Provider determines, in its reasonable discretion, that further screening of the Recipients’ personnel is required because of the access to systems, premises or information contemplated by the Services, then Provider may also conduct background, reference, educational, criminal record, credit and other checks, as well as finger printing and drug screens (where such testing is permissible by Applicable Law), and require additional agreements on confidentiality and security with such personnel in its reasonable discretion, provided that such background check will not be required to the extent that Recipient personnel will only have access to the premises provided by the Services, and not any information systems of Provider. Attached hereto as Exhibit E are the Cyber Security Incident Reporting and Vulnerability Management processes, which the Parties will complete as soon as practicable. Relationship Managers shall review any security concerns, status of security for specific services, and potential incidents. (d) The 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 the Recipients to Provider computing systems and/or networks, which shall be consistent in all material respects with that used by such Parties immediately prior to the Closing.