Common use of Systems Security Clause in Contracts

Systems Security. (a) If either Party or its personnel will be given access to any of the other Party’s computer systems or software (“Systems”) in connection with the performance of the Transition Services, the accessing Party or its personnel, as the case may be, shall comply with all of such other Party’s system security policies, procedures and requirements (as amended from time to time, the “Security Regulations”), and shall 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 immediately notify the other Party. (d) Each Party and its personnel shall access and use only those Systems, and only such data and information with such Systems, to which it 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, in the event such Party reasonably believes that such personnel pose a security concern.

Systems Security. (a) If either Party US OPS, Purchaser, their Affiliates or its personnel will be given their respective Personnel receive access to any of the other PartyUS OPS’s, Purchaser’s or their respective Affiliates’, as applicable, computer systems or software (“Systems”) in connection with the performance of the Transition Services, the accessing Party party or its personnelPersonnel, as the case may be, shall comply with all of such other Partyparty’s system security policies, procedures and requirements (as amended from time its Affiliates’ Security Regulations of which written copies have been provided to time, such accessing party prior to the “Security Regulations”)date hereof, and shall will use reasonable care not to tamper with, compromise or circumvent any security or audit measures employed by such other Partyparty. For the avoidance of doubt, nothing in this Section 8.4 and no party’s Security Regulations shall limit each party’s rights and obligations with respect to the provision and receipt of the Services hereunder. (b) Each Party party shall, and shall use commercially reasonable efforts to cause its Affiliates to, as required by Applicable Law, (i) ensure that only those of its personnel Personnel who are specifically authorized to have access to the Systems of the other Party party or its Affiliates gain such access, access and to (ii) 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 restrictions. (c) IfUS OPS and Purchaser shall, at any timeand shall cause their respective Affiliates to, 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 immediately notify the other Party. (d) Each Party and its personnel shall access and use only those SystemsSystems of the other party and its Affiliates, and only such data and information with within such Systems, to which it has they have been granted the right to access and use. Any Party party and its Affiliates shall have the right to deny the personnel specified Personnel of the other Party party or its Affiliates access to such Partyfirst party’s or its Affiliates’ Systems, after prior written noticenotice and consultation with the other party, in the event such Party the party reasonably believes that such personnel Personnel pose a security concern.