Common use of Security Breaches Clause in Contracts

Security Breaches. In the event SELLER becomes aware of any actual or suspected security breach including but not limited to, physical trespass on a secure facility, unauthorized intrusion or access into SELLER’s information systems or computer-related networks, loss/theft of a PC (laptop or desktop), loss or theft of printed materials, or any unauthorized compromise or use of SELLER’s data or information that may potentially affect or adversely impact BUYER, SELLER shall take appropriate immediate actions to investigate, eradicate and contain such security breach, at its own expense and carry out any recovery reasonably necessary to remedy any impact of such security breach. SELLER shall notify BUYER as soon as reasonably practical but in no event later than seventy- two (72) hours after learning of such an incident. SELLER shall, without limitation, pay for or reimburse BUYER for all costs, losses and expenses incurred by BUYER and shall indemnify BUYER for any payments made by BUYER as a result of any such incident regardless of whether SELLER was aware of such an incident. BUYER shall have the right to immediately suspend accepting transactions and data from SELLER’s systems until incidents are resolved; provided however, that BUYER will use commercially reasonable best efforts to limit any such suspension to only that which is reasonably necessary to permit the SELLER to investigate the severity of the incident, devise a remedy or otherwise secure the data/affected systems. Upon the request of BUYER, SELLER shall cooperate with and assist in any effort by BUYER or a third party engaged by BUYER to evaluate the security of SELLER’s information systems or computer-related networks.

Security Breaches. In the event SELLER becomes aware of any actual or suspected security breach including but not limited to, physical trespass on a secure facility, unauthorized intrusion or access into SELLER’s information systems or computer-related networks, loss/theft of a PC (laptop or desktop), loss or theft of printed materials, or any unauthorized compromise or use of SELLER’s data or information that may potentially affect or adversely impact BUYER, SELLER shall take appropriate immediate actions to investigate, eradicate and contain such security breach, at its own expense and carry out any recovery reasonably necessary to remedy any impact of such security breach. SELLER shall notify BUYER as soon as reasonably practical but in no event later than seventy- seventy-two (72) hours after learning of such an incident. SELLER shall, without limitation, pay for or reimburse BUYER for all costs, losses and expenses incurred by BUYER and shall indemnify BUYER for any payments made by BUYER as a result of any such incident regardless of whether SELLER was aware of such an incident. BUYER shall have the right to immediately suspend accepting transactions and data from SELLER’s systems until incidents are resolved; provided however, that BUYER will use commercially reasonable best efforts to limit any such suspension to only that which is reasonably necessary to permit the SELLER to investigate the severity of the incident, devise a remedy or otherwise secure the data/affected systems. Upon the request of BUYER, SELLER shall cooperate with and assist in any effort by BUYER or a third party engaged by BUYER to evaluate the security of SELLER’s information systems or computer-related networks.