R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

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system; and (d) will keep strictly confidential individual may be reached while connected the log-in ID and all other information that to Customer's system If the connection to enables such access. In addition, AOS and Customer's network is an ongoing its personnel will strictly follow all other connection such as frame relay or T1 line, Customer security rules and procedures for access will be allowed only if Customer the use of Customer's electronic resources receives satisfactory evidence that AOS's that are provided by Customer from time to firewall is maintained with adequate security, time. AOS will promptly notify Customer as determined by TruSecure Corporation or upon termination of employment or by another independent third-party reviewer reassignment of personnel with access to acceptable to Customer. Customer's computer system so that login 26. Equitable relief. In that any breach of the IDs may be changed and other necessary preventive measures may be taken by confidentiality provisions of this Agreement Customer to prevent unauthorized access. is likely to cause irreparable harm to Customer for which damages will be an If Customer revises the requirements for access to its computer system, AOS will be inadequate remedy, AOS agrees that any notified of the changed or additional court of competent jurisdiction may enter an requirements and will comply with them as a order restraining such breach. prerequisite to further access. Each 27. Prohibition on publicity. Neither party may individual who is to be allowed access to advertise or promote itself using the name, Customer's computer system will be service mark or description of the other required by Customer to read a summary of party, without the written consent of the other the conditions under which such access is party in the case of each such use. allowed, and to sign that summary indicating they understand their responsibilities in 28. Termination for convenience. If the connection with such access. AOS applicable Addendum states that AOS understands and agrees that: (i) any access guarantees that the Services will be made by AOS personnel to Customer's live available to Customer for a specified period environment is subject to monitoring by of time, then AOS agrees that, absent a Customer; (ii) AOS personnel will make no material breach by Customer, AOS will change to any Customer system without make the Services available to Customer for Customer's prior approval for the specific at least the period of time so specified in the change; and (iii) all user identification Addendum. Otherwise, AOS may terminate numbers and passwords disclosed to AOS the Addendum without cause by: (a) giving and any information obtained by AOS as a Customer 30 days' written notice that it is result of AOS's access to or use of terminating the Addendum for convenience; Customer's computer and electronic storage and (b) refunding to Customer the unearned systems will be considered Confidential portion of any payments made in advance by Information of Customer. AOS will Customer in connection with the Services. cooperate fully with Customer in the Customer may terminate an Addendum at investigation of any apparent unauthorized any time without cause by providing 30 days' access to Customer's computer or electronic written notice to AOS, in which case AOS data storage systems by AOS or its will refund to Customer the unearned portion personnel. of any payments made in advance by Customer in connection with the Services. 25. Remote access. If AOS will have remote access to any part of Customer's computer 29. Material breach. The voluntary or system in the course of performing under involuntary commencement of bankruptcy, this Agreement, the provisions of this receivership, insolvency, reorganization or paragraph will apply in addition to all other similar proceedings by or against provisions of the paragraph titled "Computer either party or the appointment of a receiver system access". AOS agrees: (a) to use for all or substantially all of either party's only a remote access method approved by assets will be considered a material breach Customer; (b) to provide Customer with the of this Agreement by such party. full name of each individual who will have 30. Effect of termination. Termination of an remote access to Customer's computer Addendum will not terminate this system and the phone number at which the Agreement, and the parties will remain free 5 WA 867475.2