Information Technology Matters Sample Clauses

The 'Information Technology Matters' clause sets out the rights and responsibilities of the parties regarding the use, management, and security of information technology systems and data within the scope of the agreement. This clause typically addresses issues such as access to IT resources, data protection requirements, software licensing, and procedures for handling IT incidents or breaches. For example, it may require both parties to implement certain cybersecurity measures or restrict the use of proprietary software to authorized personnel only. Its core function is to ensure that both parties understand their obligations related to IT systems, thereby reducing the risk of data breaches, unauthorized access, or misuse of technology resources.
Information Technology Matters. 24.1. The use of the computer systems by the Company and/or the Founders does not infringe the Proprietary Rights of any third party. The Company has exclusive control of the operation of the Company’s computer systems and of the storage, processing and retrieval of all data stored on the Company’s computer systems and any Proprietary Rights in such data are owned solely by it. 24.2. All the records and systems (including but not limited to computer systems) and all data and information relating to the Company are recorded, stored, maintained or operated or otherwise held by the Company and are not wholly or partly dependent on any facilities which are not under the exclusive ownership or control of the Company. 24.3. The Company is licensed to use all software necessary to enable it to continue to use its computerised records for the foreseeable future in the same manner in which they have been used prior to the date of this Agreement and does not share any user rights in respect of such software with any other Person. 24.4. The Company’s information technology systems have not failed and the data which they process has not been corrupted. To the best of Company’s knowledge, the Company’s information technology systems do not contain viruses, bugs or things which distort their proper functioning, permit unauthorised access or disable them without the consent of the user. 24.5. The Company is in compliance with the Information Technology Act, 2000, and the rules framed thereunder (“IT Act”). There are no existing or prior claims, enquiries or notices against the Company for violation of the IT Act or the rules and regulations formulated thereunder.
Source 1Source 2Source 3See All (10)
Information Technology Matters. (a) The Sellers shall provide to the Purchaser promptly after the Closing a copy of Transferred Computer Data identified on Schedule 6.23(a). The format and the applicable time periods for the Transferred Computer Data are also set forth on Schedule 6.23(a). (b) During the period commencing on the date hereof and ending on the Closing Date, the Sellers, upon the Purchaser’s reasonable request, shall use commercially reasonable efforts to assist the Purchaser’s efforts to acquire its own software licenses for the software applications set forth on Schedule 6.23(b). The Purchaser shall defend and indemnify the Sellers for all third party claims regarding any and all software that is resident on the Transferred Information Technology Hardware, including any software licensed to either of the Sellers under the Excluded Software License Agreements that remains on the Transferred Information Technology Hardware.
Source 1Source 2Source 3See All (4)
Information Technology Matters. (i) The use of the computer systems by the Company does not to the best of the Knowledge of the Founders, infringe the intellectual property rights of any third party. (ii) The Company has exclusive control of the operation of the computer systems and of the storage, processing and retrieval of all data stored on the computer systems and any intellectual property rights in such data are owned solely by the Company other than data provided by clients of the Company and consultants in the ordinary course of business.
Source 1Source 2
Information Technology Matters. (i) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) except such as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, in each case that would, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and its subsidiaries have taken commercially reasonable measures consistent with industry standards and practices to maintain and protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards and (iv) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.
Source 1
Information Technology Matters. (a) None of the computer software, computer hardware (whether general or special purpose), telecommunications capabilities (including all voice, data and video networks) and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services that are used by or relied on by the Business (collectively, the “Systems”) have experienced bugs, failures, breakdowns, or continued substandard performance in the past year that has caused any substantial disruption or interruption in or to the use of any such Systems by the Business, and the Business is covered by business interruption insurance in scope and amount customary and reasonable to ensure its ongoing business operations. (b) The Seller has taken all reasonable steps to safeguard the information technology systems utilized in the operation of the Business, including the implementation of procedures to ensure that such information technology systems are free from any disabling codes or instructions, timer, copy protection device, clock, counter or other limiting design or routing and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” or other software routines or hardware components that in each case permit unauthorized access or the unauthorized disablement or unauthorized erasure of data or other software by a third party, and to the Knowledge of the Seller Parties, there have been no material successful unauthorized intrusions or breaches of the security of the information technology systems. (c) The Seller has adopted and implemented and continues to maintain physical, technical, administrative, and organizational measures reasonably designed to protect personally identifiable information, and other sensitive business data of the Business, against accidental, unauthorized or unlawful use, destruction, loss, alteration, modification, disclosure, acquisition, and access, and against all other activities that would violate applicable Laws relating to data collection, use, privacy or protection.
Source 1
Information Technology Matters. Parent and the Company will develop a plan to address and remediate the matters set forth on Section 6.20 of the Company Disclosure Letter, and the Company shall use commercially reasonable efforts to initiate such plan to remediate such matters prior to Closing in accordance with such plan and provide Parent with reasonable updates with respect thereto; provided, the Company shall be deemed to have complied with this Section 6.20 for purposes of the condition set forth in Section 7.02(b) unless (i) the Company has materially breached its obligation hereunder, (ii) Parent has notified the Company of such breach in writing, detailing the good faith reasonable steps that the Company must take to comply with this Section 6.20 in order to cure such breach and (iii) the Company has failed to take such steps to cure such breach within a reasonably sufficient time prior to the Closing. For the avoidance of doubt, the remediation of such matters shall not be deemed a condition to Closing.
Source 1
Information Technology Matters. To the best knowledge of the Company and the HoldCo, the use of the computer systems by the Company and/or the HoldCo does not infringe the intellectual property rights of any third party. The Company and/or the HoldCo have exclusive control of the operation of the Company's computer systems and of the storage, processing and retrieval of all data stored on the Company's computer systems and any intellectual property rights in such data are owned solely by it. 11. No proceedings pending or threatened (i) As on date hereof, there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other legal proceedings, claims, actions or governmental investigations of any nature pending or threatened in writing against Company or to which any of its assets are subject. (ii) As on the date hereof there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other legal proceedings, claims, actions or governmental investigations of any nature pending or threatened in writing against Company which have been disclosed to the Investor under the Disclosure Letter or the updated Disclosure Letter) or to which any of its assets are subject. (iii) To the best knowledge of the Company, no facts or circumstances exist which may give rise to any actions, claims, investigations or other legal proceedings being initiated against the Company, which could in manner affect the Secured Interest or the obligations of the Company undertaken in terms of the Transaction Documents (to which it is a party). (iv) There are no unfulfilled or unsatisfied judgments or court orders, which are outstanding against the Company.
Source 1

Related to Information Technology Matters

  • Information Technology The following applies to all contracts for information technology commodities and contractual services. “Information technology” is defined in section 287.012(15), F.S., to have the same meaning as provided in section 282.0041, F.S.

  • Information Technology Accessibility Standards Any information technology related products or services purchased, used or maintained through this Grant must be compatible with the principles and goals contained in the Electronic and Information Technology Accessibility Standards adopted by the Architectural and Transportation Barriers Compliance Board under Section 508 of the federal Rehabilitation Act of 1973 (29 U.S.C. §794d), as amended. The federal Electronic and Information Technology Accessibility Standards can be found at: xxxx://xxx.xxxxxx-xxxxx.xxx/508.htm.

  • Accessibility of Information Technology Contractor represents and warrants that any software/ hardware/ communications system/ equipment (collectively “technology”), if any, provided under this Agreement adheres to the standards and/or specifications as may be set forth in the Section 508 of the Rehabilitation Act of 1973 standards guide and is fully compliant with WCAG 2.0 AA standards for accessibility and compliant with any applicable FCC regulations. Technology that will be used on a mobile device must also be navigable with Voiceover on iOS devices in addition to meeting WCAG 2.0 level AA. If portions of the technology or user experience are alleged to be non-compliant or non- accessible at any point, District will provide Contractor with notice of such allegation and Contractor shall use its best efforts to make the technology compliant and accessible. If a state or federal department, office or regulatory agency, or if any other third party administrative agency or organization (“Claimants”), make a claim, allegation, initiates legal or regulatory process, or if a court finds or otherwise determines that technology is non-compliant or non-accessible, Contractor shall indemnify, defend and hold harmless the District from and against any and all such claims, allegations, liabilities, damages, penalties, fees, costs (including but not limited to reasonable attorneys’ fees), arising out of or related to Xxxxxxxxx’ claims. Contractor shall also fully indemnify District for the full cost of any user accommodation that is found to be necessary due to an identifiable lack of accessibility in the Contractor’s technology. If necessary, an independent 3rd party accessibility firm using POUR standards (Perceivable, Operable, Understandable and Robust) may be used to validate the accessibility of the technology.

  • Information Technology Enterprise Architecture Requirements If this Contract involves information technology-related products or services, the Contractor agrees that all such products or services are compatible with any of the technology standards found at xxxxx://xxx.xx.xxx/iot/2394.htm that are applicable, including the assistive technology standard. The State may terminate this Contract for default if the terms of this paragraph are breached.

  • Proprietary Matters The Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, know-how or intellectual property that are generated or conceived by the Executive during the term of this Agreement, whether generated or conceived during the Executive’s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its affiliates. The foregoing will not prohibit any activities which are expressly permitted by the last sentence of paragraph 3 of this Agreement during the term of this Agreement.