Systems and Data Sample Clauses
The 'Systems and Data' clause defines the responsibilities and requirements related to the use, access, and protection of information systems and data between the parties. It typically outlines how each party must handle data security, confidentiality, and integrity, and may specify protocols for data sharing, storage, and breach notification. This clause ensures that both parties understand their obligations regarding the management of sensitive information, thereby reducing the risk of data breaches and clarifying accountability for data-related incidents.
Systems and Data. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries have taken commercially reasonable actions to protect and maintain (A) the security, integrity and operation of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, and related software, and (B) the security and integrity of personally identifiable or confidential data (including such personally identifiable or confidential data of their respective customers, employees, suppliers, and vendors, and any third-party data, in each case of (A) and (B), to the extent within the Company’s or its subsidiaries’ possession or operational control) (collectively, “IT Systems and Data”); (ii) the IT Systems and Data operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of Trojan horses, time bombs, and other malware; (iii) there has been no breach, destruction, loss, or unauthorized distribution, use, access, disablement, modification or other compromise of the IT Systems and Data (collectively, a “Breach”), and the Company and its subsidiaries have not been notified of any Breach or any critical or high vulnerability that has not been substantially remediated and could reasonably be expected to result in a Breach; and (iv) the Company and its subsidiaries have complied, and are presently in compliance, with all applicable laws or statutes, all judgments and orders against the Company or any of its subsidiaries of any court or arbitrator or governmental or regulatory authority of competent jurisdiction, and all applicable, binding rules and regulations of any court or arbitrator or governmental or regulatory authority of competent jurisdiction, contractual obligations and public-facing policies of the Company and its subsidiaries, in each case, relating to the privacy and security of IT Systems and Data.
Systems and Data. 12.1 SEAI will make best endeavours to facilitate access by the Energy Supplier to the Programme IT systems.
12.2 The Energy Supplier commits to using these systems for the specific purpose intended and in a manner that respects good governance.
12.3 SEAI and the Energy Supplier will comply with their obligations under the Data Protection Acts 1988 and 2003 and especially in relation to their obligations arising out of or relating to this Voluntary Agreement.
Systems and Data. Companies use the Dockmaster database and HubSpot as listed on Schedule G, and the Companies control such accounts and data or have the right to transfer/transition them in compliance with applicable law and contractual requirements.
Systems and Data. At Closing, Seller will grant Buyer access to Seller’s systems and data for a period of twenty-four months following the Closing Date (or such shorter period of time that Buyer reasonably determines that the Company Data has been migrated from the Seller’s systems to the Buyer’s systems) (the “Transition Period”) in order for Buyer to achieve the separation from Seller’s information technology systems and the migration of Company Data from the Seller’s systems to Buyer’s systems; provided that if Buyer reasonably determines that the Company Data has not been migrated from the Seller’s systems to the Buyer’s at the end of such twenty-four month period, the Transition Period shall be extended on a month to month basis until Buyer reasonably determines that the Company Data has been migrated from Seller’s systems to Buyer’s systems. During the Transition Period, (i) any configuration, development and/or system changes to Salesforce environment must be mutually agreed upon by both Seller and Buyer prior to deployment in production environments, to ensure such changes do not adversely impact operations; (ii) all changes to licenses within Seller’s Salesforce environment that may impact operations of the Company must be approved by Buyer; and (iii) Seller will cooperate with Buyer’s reasonable requests regarding any changes to user licenses. The separation and migration process will be carried out entirely by Buyer under its own direction and, subject to the immediately following sentence, resources with the cooperation of Seller where needed and as requested by Buyer but without Seller assuming any liability in connection with any of such tasks. Seller will pay the associated cost up to the Salesforce Development Cost which will be deducted from the Purchase Price at Closing as set forth in Section 2.2(a)(viii) and any cost in excess of the Salesforce Development Cost shall be entirely assumed by Buyer. Seller shall ensure all necessary licenses are maintained and fees are paid with respect Seller’s Microsoft 365 tenant, Salesforce environment and any third party applications, managed by Seller, that the Company utilized prior to Closing until completion of the migration of all Company Data to Buyer’s systems; provided that Buyer shall reimburse Seller for all user license fees associated solely with the Company with respect to Seller’s Salesforce environment until the date in which user licenses are obtained by Buyer for Buyer’s Salesforce environment, at whic...
Systems and Data. (a) The information technology systems, including Software, firmware, hardware, networks, computer systems, interfaces, telecommunication systems, platforms and related systems currently used in the business (collectively, “Systems”) and any documentation used in connection with the foregoing are sufficient for the operation of the business after the Closing as conducted in the ordinary course prior to the Transaction.
(b) In the twenty-four (24) month period prior to the date hereof, there have been no failures, breakdowns or continued substandard performance of any Systems that have caused substantial disruption or interruption in or to any use of the Systems or the operation of the business. The Company Group has taken commercially reasonable steps to provide for the back-up and recovery of data and information critical to the conduct of the business without material disruption to, or material interruption in, the conduct of the business of the Company Group, taken as a whole. The Company Group has in place commercially reasonable disaster recovery and business continuity plans, procedures and facilities, and commercially reasonable security plans, procedures and facilities (including all commercially reasonable firewalls, intrusion prevention systems and intrusion detection systems).
(c) The Company Group is in compliance with all applicable Laws concerning data protection, privacy and the collection or use of personal information; and any privacy policies or related policies, programs or other notices that concern the collection or use of personal information in the business and all applicable Laws concerning credit card information. There have not been any notices to, or proceedings or claims asserted in writing by any third party (including any Governmental Authority), or, to the Company’s Knowledge, any material incidents of data security breaches, regarding the collection, use, transmission or disclosure of personal information by any third party in connection with the business and, to the Company’s Knowledge, no such claim has been threatened or pending.