Common use of Systems Security Clause in Contracts

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of Transition Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly notify the other Party. (d) Each Party shall access and use, and shall cause their respective Personnel to access and use, only those Systems, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

Systems Security. (a) If any either Party or any of its Personnel are respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is given access to any the computer systems system(s), facilities, networks (including voice or data networks) or software of (collectively, “Systems”) used by the other Party or any member of the other Party’s Group Subsidiaries (such other Party and its Subsidiaries, the “SystemsDisclosing Party”) in connection with such the provision of the Services, the Accessing Party shall comply with the Disclosing Party’s performance or receipt of Transition Servicessecurity regulations, such which shall be provided by the Disclosing Party shall comply, and shall cause prior to access to the other members of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and Systems. The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by such other the Disclosing Party. (b) Each . The Accessing Party shall use commercially reasonable efforts to (i) ensure that only those of its Personnel users who are specifically authorized to have gain access to the other’s Systems of the other Party gain such access, access and to (ii) prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, . If at any time, either time the Disclosing Party determines that any personnel of the other Accessing Party or its Personnel has sought to circumvent, circumvent or has circumvented, its Security Regulations, circumvented the Disclosing Party’s security regulations or other security or audit measures or that any an unauthorized Personnel of the other Party person has accessed its or may access the Disclosing Party’s Systems or that the other Party or any of its Personnel a person has engaged in activities that may lead to the unauthorized access, use, destruction, destruction or alteration or loss of data, information or software, such the Disclosing Party shall may immediately terminate any such Personnelperson’s access to the Systems and promptly and, if such person’s access is terminated, shall immediately notify the other Accessing Party. In addition, a material failure to comply with the Disclosing Party’s security regulations shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety. (db) Each The Accessing Party shall access represents and usewarrants to the Disclosing Party that all software code, any related deliverables and shall cause their respective Personnel any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to access and usebe capable of) accessing, only those Systemsmodifying, and only such data and information within such Systemsdeleting, to which it damaging, disabling, deactivating, interfering with or they have been granted otherwise harming the right to access and use. Any Party shall have the right to deny the Personnel Services or any of the other Party access to such Disclosing Party’s Systems, after prior written notice data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and consultation with warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other Party, in the event the Party reasonably believes that party to identify and eradicate) such Personnel pose a security concernDisabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of Transition IT Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly notify the other Party. (d) Each Party shall access and use, and shall cause their respective Personnel to access and use, only those Systems, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

Systems Security. (a) If any Seller Party or Purchaser Party, or its Personnel are Personnel, will be given access to any Seller Party’s or Purchaser Party’s, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such Party the accessing party or its Personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly immediately notify the other Party. (d) Each Party Seller Parties, Purchaser Parties and their respective Personnel, shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within such Systems, Systems to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Partynotice, in the event the Party reasonably believes that such Personnel pose a security concern. (e) A material failure to comply with the Security Regulations shall constitute a material breach of this Agreement. All user identification numbers and passwords of a Party disclosed to the other Party, and any information obtained from the use of such disclosing Party’s Systems, shall be deemed Seller Confidential Information or Purchaser Confidential Information, as applicable, of the disclosing Party. (f) Each Party will cooperate with the other Party in investigating any apparent unauthorized access to a Party’s Systems or any apparent unauthorized release by a Party or such Party’s Personnel of Seller Confidential Information or Purchaser Confidential Information, as applicable. Each Party will (i) immediately notify the other Party if such Party has revoked access to its own Systems to any of its Personnel if such Personnel also has access to the other Party’s Systems and (ii) will immediately revoke any access to the other Party’s Systems once such Personnel no longer has a need to access the other Party’s Systems.

Systems Security. (a) If any Party or its Personnel are given access to any computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt of Transition Services, such Party shall comply, and shall cause the other members of its Group and its Personnel to comply, with all of such other Party’s Group’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party’s Group. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party Party’s Group gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) IfEach Party shall, at and shall cause its Personnel who are specifically authorized to have access to the Systems of the other Party’s Group to: (i) cooperate in any time, either Party determines reasonable security arrangements that the other Party reasonably considers necessary to prevent that Party or its Personnel has sought any unauthorized third party from accessing the Systems in a manner prohibited by this Agreement; (ii) continually assess and, where relevant, report to circumventthe other Party any threats to the Systems arising as a result of any access granted under this Agreement; and (iii) ensure that all users of the other Party’s Systems undertake a controlled authorization process before access to the Systems is granted, and remove access privileges in a timely manner if appropriate. (d) If a Party detects, or has circumventedis informed of, a breach of its Security Regulations, Regulations that will (or is likely to) have a material impact on the Transition Services or the integrity of any unauthorized Personnel Confidential Information of the other Party has accessed its Systems on any System, such Party shall: (i) immediately act to prevent or that mitigate the effects of the breach; (ii) report the breach to the other Party or any of its Personnel has engaged in activities as soon as reasonably practicably after detection; and (iii) identify steps to ensure that may lead the breach does not reoccur and report those steps to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly notify the other Party. (de) Each Party shall access and use, and shall cause their respective Personnel use commercially reasonable efforts to access and use, only those Systems, and only such data and information within such Systems, to which ensure that it or they have been granted does not introduce into the right to access and use. Any Party shall have the right to deny the Personnel Systems of the other Party any software virus or other malicious code that might affect the Transition Services or corrupt any data or applications on those Systems. (f) The Service Provider may, with prior written notice, suspend the access by the Service Recipient (and the Service Recipient’s Personnel who are specifically authorized to have access to such Party’s Systems, after prior written notice and consultation with the Systems of the other Party’s Group) to its Systems if, in the event Service Provider’s reasonable opinion, the Party reasonably believes that such integrity and security of the Systems or any data stored on them is being or is imminently likely to be jeopardized by the activities of the Service Recipient (or the Service Recipient’s Personnel pose a security concernwho are specifically authorized to have access to the Systems of the other Party’s Group).

Systems Security. (a) If any Party The parties hereto acknowledge that personnel of each party or its Personnel are such party’s Affiliates (the “Accessing Party”), as the case may be, will be given access to any computer systems or software of any member of the other parties’ or its Affiliates’ (the “Granting Party’s Group ”) information technology systems, information technology, platforms, networks, applications, software, software databases or computer hardware (“Systems”) in connection with such Party’s performance the provision or receipt of Transition the Services, such in which there is no commercially practical method to partition or separate portions of the Systems or restrict the access of the personnel of the Accessing Party in connection with the Services. Accordingly, the Accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other the Granting Party’s system security policies, procedures and requirements (as amended from time to timecollectively, the “Security Regulations”), and will shall not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) the Granting Party or any of its Affiliates. Each Accessing Party shall use commercially reasonable efforts to ensure that only those its personnel accessing the Granting Party’s Systems are made aware of its Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies the Security Regulations prior to connecting to the Granting Party’s Systems. (b) If the Granting Party in good faith determines that there is a material risk to the Granting Party due to the ability of the Accessing Party’s personnel to access the Granting Party’s Systems or data, the Granting Party may, but is under no obligation to, establish and implement commercially reasonable restrictions on the Accessing Party’s access to the Systems or data used in connection with the Services for the purposes of: (i) protecting the security of data on physical and electronic networks of the Granting Party; (ii) assuring compliance with contractual restrictions imposed by third parties; (iii) protecting the integrity of the Systems or data; or (iv) complying with applicable Law; provided that any such restrictions will be designed to effectively enforce minimize any disruption or limitation on the receipt and benefit of the Services by the Accessing Party; provided, further, that, prior to implementing any such restrictions, the Granting Party shall notify the Accessing Party of the reasons for seeking to limit such access including providing a description of the restrictions it intends to implement, and the parties hereto will cooperate in good faith to determine if such risks can be addressed without implementing such restrictions. (c) If, at any time, either an Accessing Party determines that the other Party or its Personnel any such personnel has (i) sought to circumvent, or has circumvented, its the Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel (ii) has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or softwaresoftware of the Granting Party or any of its Affiliates, such or (iii) has breached clause (y) of the last sentence of Section 14, the Accessing Party shall may immediately terminate any such Personnelperson’s access to the Systems and promptly immediately notify the other Granting Party. (d) . Each Accessing Party shall access and use, and shall cause their respective Personnel to access and use, only those Systems, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation cooperate with the other Party, relevant Granting Party in investigating any possible issues resulting from System’s access described in the event the Party reasonably believes that such Personnel pose a security concernpreceding sentence.

Systems Security. (a) If any Party either Party, or its Personnel are or clients, will be given access to any the other Party’s computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s performance or receipt the Provision of Transition the Services, such Party the accessing Party, its Personnel, or its clients, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s written system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable best efforts to ensure that only those of its Personnel and its clients who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel and its clients regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that the other Party (i) a Party, its Personnel or its Personnel clients has sought to circumvent, or has circumvented, its the Security Regulations, (ii) that any unauthorized Personnel or clients of the other a Party has accessed its Systems or (iii) that the other Party a Party, any of its Personnel or any of its Personnel clients has engaged in activities that may lead or have led to the unauthorized access, use, destruction, alteration or loss of data, information or software, (in each of clauses (i), (ii), and (iii) of this Section, the Party referred to therein being the “Non-Harmed Party”), the Non-Harmed Party shall, upon receipt of notification from the harmed Party or its otherwise becoming aware of such Party shall matter, immediately terminate any such suspend its Personnel’s or client’s access to the Systems and promptly notify until such time that the other PartyParties may reasonably agree to restore such access. (d) Each Party of KCG, BATS and their respective Personnel and clients, shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within such Systems, Systems to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel and clients of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Partynotice, in the event the Party reasonably believes that such Personnel or clients pose a security concern. (e) All user identification numbers and passwords of a Party disclosed to the other Party, and any information obtained from the use of such disclosing Party’s Systems, shall be deemed Confidential Information of the disclosing Party.

Systems Security. (a) If the Service Provider, the Service Recipient, or any Party or its Personnel are of their respective personnel will be given access to any of the Service Provider’s or the Service Recipient’s, as applicable, computer systems or software of any member of the other Party’s Group (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party or its personnel, as the case may be, shall comply, and shall cause the other members of its Group and its Personnel to comply, comply with all of such other Party’s system security policies, procedures and requirements to the extent provided to the accessing Party or its personnel (as amended from time to time, the “Security Regulations”), and will not tamper with, compromise or circumvent any security or audit measures employed by such other Party. (b) Each Party shall use commercially reasonable efforts to ensure that only those of its Personnel personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictionsAgreement. (c) The Service Provider, the Service Recipient, and their respective personnel shall access and use only those Systems, and only such data and information within such Systems, to such Party and its personnel have been granted access. Each Party shall have the right to deny the personnel of the other Party access to such Party’s Systems, after prior written notice, in the event the Party reasonably believes that such personnel pose a security concern. If, at any time, either Party determines that the other Party or its Personnel personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel personnel of the other Party has accessed its Systems Systems, or that the other Party or any of its Personnel personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnelpersonnel’s access to the Systems and promptly immediately notify the other PartyParty in writing. (d) All user identification numbers and passwords of a Party disclosed to the other Party, and any information obtained from the use of such disclosing Party’s Systems, shall be deemed Service Provider Confidential Information or Service Recipient Confidential Information, as applicable, of the disclosing Party. (e) Each Party shall access and use, and shall cause their respective Personnel to access and use, only those Systems, and only such data and information within such Systems, to which it or they have been granted the right to access and use. Any Party shall have the right to deny the Personnel of will cooperate with the other Party in investigating any apparent unauthorized access to such Party’s SystemsSystems or any apparent unauthorized release by a Party or such Party’s personnel of Service Provider Confidential Information or Service Recipient Confidential Information, after prior written notice and consultation with as applicable. Each Party will immediately revoke any access to the other Party’s Systems once its personnel no longer have a need to access the other Party’s Systems. (f) The Service Provider and its Affiliates may take any steps reasonably necessary to protect the security and integrity of their information technology and other systems against breaches of the Security Regulations by the Service Recipient or other security threats arising out of the interconnection between such systems and those of the Service Recipient, including termination of any such interconnection, provided that (i) the Service Provider and its Affiliates shall use reasonable efforts not to adversely affect the Services, and to minimize any such adverse effect that could occur, and (ii) if such steps result in any interruption of Services received by the event Service Recipient, the Party Service Provider shall resume the provision of the Services as soon as reasonably believes practicable after such breach or other threat has been resolved and the Service Provider has received assurances from the Service Recipient in a form reasonably acceptable to the Service Provider that such Personnel pose the Service Recipient is and will continue to be in compliance with all applicable Security Regulations. Any adverse impact or interruption to the Services that occurs as a security concernresult of the Service Provider or its Affiliates exercising their rights under this Section 5.3 shall not be deemed a breach of this Agreement by the Service Provider or a failure by the Service Provider or its Affiliates to provide the Services.

Systems Security. (a) If any either Party or its Personnel are will be given access to any of the computer systems or software of any member of the other Party’s Group Party or any party performing the Services on its behalf (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, shall comply with all of such other Party’s system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partythe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of its their respective Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that any Personnel of the other Party or its Personnel Affiliates has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or any of its Personnel Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly immediately notify the other Party. (d) Each Party Honeywell, AdvanSix and their respective Personnel, shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within such Systems, Systems to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern. (e) If a Party or any of its Affiliates is a party to a Change in Control Transaction, as defined below, such Party shall promptly, but no later than 30 days prior to the close of the Change in Control Transaction, permanently delete from its Systems and destroy all confidential Information pertaining to the other Party or its Affiliates and, at the request and option of such Party, provide evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred and/or allow an audit by an independent consultant identified and selected by the other Party and reasonably acceptable to the Party to confirm such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 50% of the assets of a Party and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 50% of a Party’s equity securities.

Systems Security. (a) If any either Party or its Personnel are will be given access to any of the computer systems or software of any member of the other Party’s Group Party or any party performing the Services on its behalf (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, shall comply with all of such other Party’s system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partythe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of its their respective Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that any Personnel of the other Party or its Personnel Affiliates has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or any of its Personnel Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly immediately notify the other Party. (d) Each Party Honeywell, AdvanSix and their respective Personnel, shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within such Systems, Systems to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

Systems Security. (a) If any either Party or its Personnel are will be given access to any of the computer systems or software of any member of the other Party’s Group Party or any party performing the Services on its behalf (“Systems”) in connection with such Party’s the performance or receipt of Transition the Services, such the accessing Party shall comply, and shall cause the other members of its Group and its Personnel to comply, shall comply with all of such other Party’s system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”)) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such other Partythe Party granting such access and its Personnel. (b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of its their respective Personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, at any time, either Party determines that any Personnel of the other Party or its Personnel Affiliates has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or any of its Personnel Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and promptly immediately notify the other Party. (d) Each Party Honeywell, AdvanSix and their respective Personnel, shall access and use, and shall cause their respective Personnel to access and use, use only those Systems, and only such data and information within such Systems, Systems to which it or they have has been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern. (e) A Party subject to a Change in Control (as defined below) shall permanently delete from its Systems and destroy all confidential Information pertaining to the other Party or its Affiliates and, at the request of such Party, provide evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 50% of the assets of a Party and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 50% of a Party’s equity securities.

Systems Security. (a) If any Party the Provider, Recipient, their Affiliates or its their respective Personnel are given receive access to any computer systems or software of any member of the other Partyparty’s Group (“Systems”) or its Affiliates’, as applicable, Systems in connection with provision of or receipt the Transition Services, the accessing party or its Personnel, as the case may be, shall comply with all such Partyother party’s performance and its Affiliates’ Security Regulations; provided that such Security Regulations are provided in advance to the other party in writing; further provided that, if a Security Regulation requires the other party to obtain any support or maintenance services, upgrade, enhance or otherwise modify its Systems, then, upon the election of that party, both parties shall reasonably cooperate and use commercially reasonable efforts to modify the provision or receipt of Transition Services, such Party shall complyas applicable, and shall cause in order to obviate the other members applicability of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and . Neither party will not knowingly tamper with, compromise compromise, or circumvent any security or audit measures employed by such other Partyparty. (b) Each Party party shall, and shall use commercially reasonable efforts cause its Affiliates to (1) ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party party or its Affiliates gain such access, access and (2) take reasonable commercial steps to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement Agreement, and establishing appropriate policies designed implementing and maintaining commercially reasonable physical, technical, and administrative safeguards with respect to effectively enforce such restrictionsNon-Public Personal Information and as otherwise required by applicable Law. (c) If, at any time, either Party determines that the other Party or its Personnel has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party has accessed its Systems or that the other Party or any of its Personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems The Provider and promptly notify the other Party. (d) Each Party shall access and useRecipient shall, and shall cause their respective Personnel to Affiliates to, access and use, use only those SystemsSystems of the other party and its Affiliates, and only such data and information within such Systems, to which it or they have been granted the right to access and usesolely for the use permitted by the other party. Any Party party and its Affiliates shall have the right to deny the suspend access by Personnel of the other Party access party or its Affiliates to such Partyfirst party’s or its Affiliates’ Systems, after prior written notice and consultation with the other Partyparty, in the event the Party party reasonably believes that such Personnel pose a security concern to a System. Any suspended access shall be promptly reinstated after the security concern is abated and if reinstatement would not reasonably be expected to result in the same security concern.

Systems Security. (a) If any either Party or any of its Personnel are respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is given access to any the computer systems system(s), facilities, networks (including voice or data networks) or software of (collectively, “Systems”) used by the other Party or any member of the other Party’s Group Subsidiaries (such other Party and its Subsidiaries, the “SystemsDisclosing Party”) in connection with such the provision of the Services, the Accessing Party shall comply with the Disclosing Party’s performance or receipt of Transition Servicessecurity regulations, such which shall be provided by the Disclosing Party shall comply, and shall cause prior to access to the other members of its Group and its Personnel to comply, with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and Systems. The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by such other the Disclosing Party. (b) Each . The Accessing Party shall use commercially reasonable efforts to (i) ensure that only those of its Personnel users who are specifically authorized to have gain access to the other’s Systems of the other Party gain such access, access and to (ii) prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. (c) If, . If at any time, either time the Disclosing Party determines that any personnel of the other Accessing Party or its Personnel has sought to circumvent, circumvent or has circumvented, its Security Regulations, circumvented the Disclosing Party’s security regulations or other security or audit measures or that any an unauthorized Personnel of the other Party person has accessed its or may access the Disclosing Party’s Systems or that the other Party or any of its Personnel a person has engaged in activities that may lead to the unauthorized access, use, destruction, destruction or alteration or loss of data, information or software, such the Disclosing Party shall may immediately terminate any such Personnelperson’s access to the Systems and promptly and, if such person’s access is terminated, shall immediately notify the other Accessing Party. (d) Each . In addition, a material failure to comply with the Disclosing Party’s security regulations shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall access and use, and shall cause their respective Personnel be entitled to access and use, only those Systems, and only such data and information within such Systems, immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or they have been granted provides, as applicable, the right to access and use. Any non-breaching Party shall have be entitled to immediately terminate the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, Agreement in the event the Party reasonably believes that such Personnel pose a security concernits entirety.