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TPM-20.2: Ownership Change Provisions

TPM 6 — Medium Protect

Mechanisms exist to contractually impose safeguards (e.g., additional controls, access modification and contract termination) from Foreign Ownership, Control or Influence (FOCI) concerns to ensure that: (1) Unauthorized access to sensitive and/or regulated data is prevented; and (2) Performance of contracts is not adversely affected.

Control Question: Does the organization contractually impose safeguards (e.g., additional controls, access modification and contract termination) from Foreign Ownership, Control or Influence (FOCI) concerns to ensure that: (1) Unauthorized access to sensitive and/or regulated data is prevented; and (2) Performance of contracts is not adversely affected?

Capability Maturity Model

Level 0 — Not Performed

Practices are non-existent, based on the inability to demonstrate an implemented and operational capability. A reasonable person would conclude the control is not being performed.

Level 1 — Performed Informally

SCR-CMM Level 1 criteria definitions are not available for this control: ▪ A reasonable person would conclude this control requires a structured process. ▪ At this level of maturity, the "ad hoc" nature of performing a capability informally would indicate the intent of the control is not met due to a lack of consistency and formality.

Level 2 — Planned & Tracked

SCR-CMM Level 2 criteria definitions are not available for this control: ▪ A reasonable person would conclude a well-defined and standardized process is required. ▪ At this level of maturity, the “requirements-driven” nature of performing the control is focused on a localized and/or regionalized implementation, not uniform and consistent across the organization. ▪ Requirements are narrowly scoped for applicability and are primarily derived from compliance obligations (e.g., laws, regulations and contracts).

Level 3 — Well Defined

Third-Party Management (TPM) capabilities are standardized across the entity for applicability to People, Processes, Technologies, Data and/or Facilities (PPTDF) to ensure consistency for Technology Assets, Applications, Services and/or Data (TAASD). Capability criteria associated with this control reasonably expect the following criteria to exist: ▪ Policies and standards associated with TPM domain capabilities are formally documented and centrally-managed by the entity's Governance, Risk & Compliance (GRC) team, or similar function. ▪ Standardized Operating Procedures (SOP) associated with TPM domain capabilities are well-documented and kept current by process owners. ▪ A procurement team, or similar function, is appropriately staffed and supported to implement and maintain TPM domain capabilities. ▪ Technology is leveraged to enhance the efficiency and accuracy of third-party management operations (e.g., TPRM risk management solution and vendor management solution). ▪ The entity's Governance, Risk & Compliance (GRC) team, or similar function, works with business stakeholders and process owners to appropriately scope and reasonably implement cybersecurity and data protection controls associated with TPM domain capabilities to address Minimum Compliance Requirements (MCR) (e.g., applicable statutory, regulatory and/or contractual requirements) and Discretionary Security Requirements (DSR) (e.g., entity-required controls). ▪ An implemented and operational capability exists to contractually impose safeguards (e.g., additional controls, access modification and contract termination) from Foreign Ownership, Control or Influence (FOCI) concerns to ensure that: (1) Unauthorized access to sensitive and/or regulated data is prevented; and (2) Performance of contracts is not adversely affected.

Level 4 — Quantitatively Controlled

Utilize SCR-CMM Level 3 criteria definitions: ▪ There are no defined Level 4 criteria, since it is reasonable to assume a quantitatively-controlled process is not necessary to operationalize this control. ▪ While it may be possible to develop “metrics-driven” capabilities for this control, the criteria would be organization-specific to define.

Level 5 — Continuously Improving

Utilize SCR-CMM Level 3 or Level 4 (if available) criteria definitions: ▪ There are no defined Level 5 criteria, since it is reasonable to assume a continuously-improving process is not necessary to operationalize this control. ▪ Level 5 capabilities should be considered “world-class” where the control builds on Level 4 capabilities, but are continuously improving through Artificial Intelligence (AI) and/or Machine Learning (ML) technologies. ▪ While it may be possible to develop responsive capabilities for this control through the use of AI and/or ML technologies, the criteria would be organization-specific to define.

Assessment Objectives

  1. TPM-20.2_A01 contracts with third-parties contractually impose safeguards (e.g., additional controls, access modification, contract termination, etc.) from Foreign Ownership, Control or Influence (FOCI) concerns to ensure that unauthorized access to sensitive and/or regulated data is prevented.
  2. TPM-20.2_A02 contracts with third-parties contractually impose safeguards (e.g., additional controls, access modification, contract termination, etc.) from FOCI concerns to ensure that performance of contracts is not adversely affected.

Evidence Requirements

E-TPM-10 Foreign Ownership, Control or Influence (FOCI) Assessments

Documented evidence of Foreign Ownership, Control or Influence (FOCI) assessments and ownership change monitoring for third-parties.

Third-Party Management

Technology Recommendations

Micro/Small

  • Contract terms allowing termination if vendor ownership changes unfavorably

Small

  • Change-of-control clauses in critical vendor contracts

Medium

  • Contractual FOCI safeguards (notification, additional controls, termination rights)
  • Legal review of critical contracts

Large

  • Standard contract language for ownership change provisions
  • Playbook for responding to FOCI changes (access modification, enhanced monitoring)

Enterprise

  • Enterprise contractual FOCI safeguards across critical suppliers
  • Legal and TPRM coordination on change-of-control events
  • Regulatory FOCI mitigation agreements where applicable

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