Common use of Security Compliance Clause in Contracts

Security Compliance. (i) In connection with any use of Licensed Content, Licensee shall implement and maintain copy protection and DRM technology and systems, consistent with accepted industry practices (collectively, "Security Systems") with respect the Service under its supervision and/or control, including Secured Servers and operating systems, that: (A) are designed to prevent unauthorized reproduction and distribution of Licensed Content; (B) encrypt Licensed Content with a reasonably current version of DRM technology accepted within the industry; (C) are sufficient to track and enforce the use and other license limitations contemplated by this Agreement; and (D) generally meet or exceed accepted industry practices for the licensed delivery of music via digital transmission. Provided however, Licensee may distribute MP3 files in an unprotected format when the distribution of such files is expressly approved by Licensor. (ii) If Licensor has a good-faith basis to believe that Licensee is not in compliance with such Security Systems, Licensor shall be entitled, upon thirty (30) business days' prior written notice to Licensee, to conduct or have a third party conduct an examination (a "Security Compliance Examination") of the operations and Security Systems of Licensee solely with respect to rights covered by this Agreement. Licensee shall make commercially reasonable efforts to cooperate with Licensor and/or Licensor's qualified designated representative regarding such Compliance Examination. Licensor's shall not conduct any Security Compliance Examinations of Licensee more frequently than once every twelve (12) months.

Security Compliance. (i) In connection with any use of Licensed Content, Licensee shall implement and maintain copy protection and DRM technology and systems, consistent with accepted industry practices (collectively, "Security Systems") with respect to the Service under its supervision and/or control, including Including Secured Servers and operating systems, that: (A) are designed to prevent unauthorized reproduction and distribution of Licensed Content; (B) encrypt Licensed Content with a reasonably current version of DRM technology accepted within the industry; (C) are sufficient to track and enforce the use and other license limitations contemplated by this Agreement; and (D) generally meet or exceed accepted industry practices for the licensed delivery of music via digital transmission. Provided however, Licensee may distribute MP3 files in an unprotected format when the distribution of such files is Is expressly approved by Licensor. (ii) If Licensor has a good-faith basis to believe that Licensee is not in compliance with such Security Systems, Licensor shall be entitled, upon thirty (30) business days' prior written notice to Licensee, to conduct or have a third party conduct an examination (a "Security Compliance Examination") of the operations and Security Systems of Licensee solely with respect to rights covered by this Agreement. Licensee shall make commercially reasonable efforts to cooperate with Licensor and/or Licensor's qualified designated representative regarding such Compliance Examination. Licensor's Licensor shall not conduct any Security Compliance Security. Compliante Examinations of Licensee more frequently than once every twelve (12) months.

Security Compliance. (i) In connection with any use of Licensed Content, Licensee shall implement and maintain copy protection and DRM technology and systems, consistent with accepted industry practices (collectively, "Security Systems") with respect the Service under its supervision and/or control, including Secured Servers and operating systems, that: : (A) are designed to prevent unauthorized reproduction and distribution of Licensed Content; ; (B) encrypt Licensed Content with a reasonably current version of DRM technology accepted within the industry; ; (C) are sufficient to track and enforce the use and other license limitations contemplated by this Agreement; and and (D) generally meet or exceed accepted industry practices for the licensed delivery of music via digital transmission. Provided however, Licensee may distribute MP3 files in an unprotected format when the distribution of such files is expressly approved by Licensor. . (ii) If Licensor has a good-faith basis to believe that Licensee is not in compliance with such Security Systems, Licensor shall be entitled, upon thirty (30) business days' prior written notice to Licensee, to conduct or have a third party conduct an examination (a "Security Compliance Examination") of the operations and Security Systems of Licensee solely with respect to rights covered by this Agreement. Licensee shall make commercially reasonable efforts to cooperate with Licensor and/or Licensor's qualified designated representative regarding such Compliance Examination. Licensor's shall not conduct any Security Compliance Examinations of Licensee more frequently than once every twelve (12) months. 3.