Common use of Network access and security Clause in Contracts

Network access and security. (a) All interconnectivity by SG Holdings to the computing systems and/or networks of SG DevCo, and all attempts at such interconnectivity, shall be only through the security gate-ways/firewalls of the Parties; provided, that, during the term of this Agreement, SG DevCo may transition any such computing systems and/or networks to such security gateways/firewalls as determined by SG DevCo, and, subject to the limitations set forth below, SG Holdings shall provide commercially reasonable cooperation to SG DevCo in connection with such transition; provided, that SG DevCo shall reimburse SG Holdings in full for its reasonable costs or expenses incurred in relation to such cooperation. (b) Neither Party shall access, and the Parties shall take reasonable actions designed to prevent unauthorized Persons to access, the computing systems and/or networks of the other Party without the other Party’s express written authorization or except as otherwise authorized or reasonably required by the 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 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 SG DevCo to SG Holdings computing systems and/or networks, which shall be consistent in all material respects with that used by such Parties immediately prior to the date of this Agreement. (d) Each Party shall use commercially reasonable efforts to maintain a prudent security program, consistent in all material respects with that used by SG Holdings immediately prior to the date of this Agreement, including appropriate physical, electronic and procedural safeguards, designed to (i) maintain the security and confidentiality of such Party’s systems and confidential information of the other Party on such systems, (ii) protect against any threats or hazards to the security or integrity of such Party’s systems, including the confidential, non-public and proprietary information of the other Party on such Party’s systems, and (iii) prevent unauthorized access to or use of such Party’s systems, including the confidential, non-public and proprietary information of the other Party on such Party’s systems. SG DevCo shall comply with all physical, electronic and procedural security policies and procedures maintained by SG Holdings pursuant to this Agreement that have been made available by SG Holdings to SG DevCo.

Network access and security. (a) All interconnectivity by SG Holdings to the computing systems and/or networks of SG DevCo, and all attempts at such interconnectivity, shall be only through the security gate-ways/firewalls of the Parties; provided, that, during the term of this Agreement, SG DevCo may transition any such computing systems and/or networks to such security gateways/firewalls as determined by SG DevCo, and, subject to the limitations set forth below, SG Holdings shall provide commercially reasonable cooperation to SG DevCo in connection with such transition; provided, that SG DevCo shall reimburse SG Holdings in full for its reasonable costs or expenses incurred in relation to such cooperation. (b) Neither Party shall access, and the Parties shall take reasonable actions designed to prevent unauthorized Persons to access, the computing systems and/or networks of the other Party without the other Party’s express written authorization or except as otherwise authorized or reasonably required by the 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 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 SG DevCo to SG Holdings computing systems and/or networks, which shall be consistent in all material respects with that used by such Parties immediately prior to the date of this Agreement. (d) Each Party shall use commercially reasonable efforts to maintain a prudent security program, consistent in all material respects with that used by SG Holdings immediately prior to the date of this Agreement, including appropriate physical, electronic and procedural safeguards, designed to (i) maintain the security and confidentiality of such Party’s systems and confidential information of the other Party on such systems, (ii) protect against any threats or hazards to the security or integrity of such Party’s systems, including the confidential, non-public and proprietary information of the other Party on such Party’s systems, and (iii) prevent unauthorized access to or use of such Party’s systems, including the confidential, non-public and proprietary information of the other Party on such Party’s systems. SG DevCo shall comply with all physical, electronic and procedural security policies and procedures maintained by SG Holdings pursuant to this Agreement that have been made available by SG Sg Holdings to SG DevCo.