Common use of Systems Security Clause in Contracts

Systems Security. If the Company shall receive access to any of the Providers’ computer facilities, system(s), networks (voice or data) or software (“Systems”) in connection with performance of the Services, the Company shall comply with all system security policies, procedures and requirements that may be provided by either Provider to the Company in writing from time to time (the “Security Regulations”) and shall not tamper with, compromise or circumvent any security or audit measures employed by the Providers. Any employee of the Company or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Systems may be required to execute a separate system access agreement. The Company shall ensure that only such users who are specifically authorized to gain access to the Providers’ Systems will gain such access and shall prevent unauthorized destruction, alteration or loss of information contained therein. If at any time either Provider determines that any personnel of the Company of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Providers’ Security Regulations or that an unauthorized person has accessed or may access the Providers’ Systems or a person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, such Provider may immediately terminate any such person’s access to the Systems and shall promptly notify the Company. In addition, a material failure to comply with the Providers’ Security Regulations shall be a breach of this Agreement, in which case, the Providers shall notify the Company and such Parties shall work together to rectify said breach. If the Parties do not rectify the breach within thirty (30) days from its occurrence, the Providers shall be entitled to immediately terminate the Services to which the breach relates.

Systems Security. If the Company Buyer shall receive access to any of the Providers’ Seller’s computer facilities, system(s), networks (voice or data) or software (“Systems”) in connection with performance of the Transition Services, the Company Buyer shall comply with all system security policies, procedures and requirements that may be provided by either Provider Seller to the Company Buyer in writing from time to time (the ““ Security Regulations”) and shall not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company Buyer or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Seller’s Systems may or that accesses Seller’s Systems shall be required to execute a separate system access agreement. The Company Buyer shall ensure that only such users those employees of Buyer who are specifically authorized to gain access to the Providers’ Seller’s Systems and no other employees of Buyer will gain such access and shall prevent unauthorized destruction, alteration or loss of information contained thereintherein by employees of Buyer. If at any time either Provider ▇▇▇▇ ▇▇▇▇▇▇ determines that any personnel of the Company Buyer of any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Providers’ Seller’s Security Regulations or that an unauthorized person Person has accessed or may access the Providers’ Seller’s Systems or a person Person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, such Provider Seller may immediately terminate any such personPerson’s access to the Systems and shall promptly notify the CompanyBuyer. In addition, a material failure by any employee of Buyer or any of its Subsidiaries or Affiliates to comply with the Providers’ Seller’s Security Regulations shall be a breach of this Agreement, in which case, the Providers Seller shall notify the Company Buyer and such Parties Parties, through their Service Coordinators, who shall work together to rectify remediate the cause of said breach. If Notwithstanding the Parties do not rectify the foregoing, if such breach within thirty (30) days from its occurrenceis reasonably likely to have a material adverse affect on Seller's computer facilities, the Providers systems, networks or software, Seller shall be entitled to immediately terminate the Transition Services to which the breach relatesrelates by written notice to Buyer.

Systems Security. (a) If the Company shall receive Service Recipient, or any of its personnel will be given access to any of the Providers’ Seller’s computer facilities, system(s), networks (voice or data) systems or software (“Systems”) in connection with performance the receipt of the Services, the Company Service Recipient or its personnel, as the case may be, shall comply with all of such Seller’s system security policies, procedures and requirements that may be provided by either Provider to the Company in writing (as amended from time to time (time, the “Security Regulations”) ), and shall will not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Systems may be required to execute a separate system access agreement. EXHIBIT F (b) The Company Service Recipient shall ensure that only such users those of its personnel who are specifically authorized to gain have access to the Providers’ Seller’s Systems will gain such access access, and shall prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel regarding the restrictions set forth in this Agreement. (c) The Service Recipient and its personnel shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. If Seller shall have the right to deny the Service Recipient’s personnel access to Seller’s Systems in the event Seller reasonably believes that such personnel pose a security concern. If, at any time either Provider time, Seller determines that the Service Recipient or its personnel has sought to circumvent, or has circumvented, Seller’s Security Regulations, that any unauthorized personnel of the Company of Service Recipient has sought to access, or has accessed, Seller’s Systems or that the Service Provider or any of its Subsidiaries or Affiliates has sought to circumvent or has circumvented the Providers’ Security Regulations or that an unauthorized person has accessed or may access the Providers’ Systems or a person personnel has engaged in activities that led or may lead to the unauthorized access, destruction or use, destruction, alteration or loss of data, information or software, such Provider Seller may immediately terminate any such personpersonnel’s access to the Systems and shall promptly immediately notify the CompanyService Provider in writing. (d) All user identification numbers and passwords disclosed to the Service Recipient and any information obtained from the use of Seller’s Systems, shall be deemed Seller Confidential Information. (e) The Service Recipient will cooperate with Seller in investigating any apparent unauthorized access to Seller’s Systems or any apparent unauthorized release by the Service Recipient or its personnel of Seller Confidential Information. In addition, a material failure The Service Recipient will (i) immediately notify the Seller in writing if the Service Recipient has revoked access to comply with its own Systems to any of its personnel if such personnel also has access to Seller’s Systems and (ii) will immediately revoke any access to Seller’s Systems. (f) Seller and its Affiliates may take any steps reasonably necessary to protect the Providers’ 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) Seller 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 Service Recipient, Seller shall resume the provision of the Services as soon as reasonably practicable after such breach or other threat has been resolved and Seller has received assurances from the Service Recipient in a form reasonably acceptable to Seller that the Service Recipient are and will continue to be in compliance with all applicable Security Regulations. Any adverse impact or interruption to the Services that occurs as a result of Seller or its Affiliates exercising their rights under this Section shall not be deemed a breach of this Agreement, in which case, Agreement by Seller or a failure by Seller or its Affiliates to provide the Providers shall notify the Company and such Parties shall work together to rectify said breach. If the Parties do not rectify the breach within thirty (30) days from its occurrence, the Providers shall be entitled to immediately terminate the Services to which the breach relatesServices.

Systems Security. If the Company shall receive When Buyer is given access to any of the Providers’ Seller's computer facilities, system(s), facilities, networks (including voice or datadata networks) or software (“"Systems”") in connection with performance of the ServicesSeller Transition Services or Migration Plan, the Company Buyer shall comply with all system lawful security policies, procedures and requirements that may be provided regulations reasonably required by either Provider to the Company in writing Seller from time to time (the “"Security Regulations”) "), including without limitation the requirements set forth on Annex C hereto, and shall will not tamper with, compromise or circumvent any security or audit measures employed by the ProvidersSeller. Any employee of the Company or any of its Subsidiaries or Affiliates that is expected to have access to the Providers’ Systems Buyer's Related Parties may be required to execute a separate system access agreementagreement for individuals who are to have access to Seller's Systems. The Company Buyer shall ensure that only such those users who are specifically authorized to gain access to Seller's Systems as necessary to utilize the Providers’ Systems will Seller Transition Services or assist with the Migration gain such access and shall prevent that such users do not engage in unauthorized destruction, alteration or loss of information contained therein. If at any time either Provider a Party determines that any personnel of the Company of any of its Subsidiaries or Affiliates Buyer has sought to circumvent or has circumvented the Providers’ Seller's Security Regulations or other security or audit measures or that an unauthorized person has accessed or may access the Providers’ Seller's Systems or a person has engaged in activities that led or may lead to the unauthorized access, destruction or alteration or loss of data, information or software, such Provider may to the extent within Buyer's control, Buyer or Seller, as appropriate, shall immediately terminate any such person’s 's access to the Seller's Systems and shall promptly immediately notify the CompanySeller. In addition, a material failure to comply with the Providers’ Security Regulations shall be a breach of this Agreement, ; in which case, the Providers Seller shall notify the Company Buyer and such both Parties shall work together to rectify said breach. If the Parties do breach is not rectify the breach rectified within thirty ten (3010) days from of its occurrence, the Providers Service Coordinators of both Parties shall be advised in writing of the breach and work together to rectify said breach. If the breach has not been rectified within ten (10) days from such notice to the Service Coordinators, Seller shall be entitled to immediately terminate the Seller Transition Services to which the breach relatesrelates until such time as the breach is remedied.