TIME TO TIME UPON THE REQUEST OF SPINCO
FOLLOWING THE DISTRIBUTION DATE INFORMATION NOT PROVIDED PURSUANT TO SECTION
8.1(A) RELATING DIRECTLY TO THE SPINCO ASSETS, THE SPINCO BUSINESS, OR THE
SPINCO LIABILITIES THAT CONSIST OF: (I) ACTIVE CONTRACTS, (II) ACTIVE LITIGATION
FILES AND (III) ALL OTHER INFORMATION THAT CONSTITUTES SPINCO ASSETS OR RELATES
DIRECTLY TO ANY SPINCO LIABILITY, IN EACH CASE TO THE EXTENT THEY ARE MATERIAL
TO THE CONDUCT OF THE SPINCO BUSINESS FOLLOWING THE DISTRIBUTION DATE.
VERIZON
IN GOOD FAITH WILL ALSO CONSIDER PROVIDING UPON THE REQUEST OF SPINCO FROM TIME
TO TIME FOLLOWING THE DISTRIBUTION DATE OTHER INFORMATION RELATING DIRECTLY TO
THE SPINCO ASSETS, THE SPINCO BUSINESS OR THE SPINCO LIABILITIES, BUT IT SHALL
BE UNDER NO OBLIGATION TO DO SO.
SUBJECT TO SECTION 8.5, VERIZON MAY RETAIN
COMPLETE AND ACCURATE COPIES OF SUCH INFORMATION.
THE
33
COSTS AND EXPENSES INCURRED IN THE IDENTIFICATION, ISOLATION AND PROVISION OF
INFORMATION TO THE SPINCO GROUP SHALL BE PAID FOR BY THE SPINCO GROUP, PROVIDED
THAT TO THE EXTENT ANY INFORMATION EXISTS IN PAPER FORM, OTHER THAN
PRE-DISTRIBUTION BILLING INFORMATION, VERIZON SHALL PROVIDE COPIES OF SAME
WITHOUT CHARGE.
INFORMATION SHALL BE PROVIDED AS PROMPTLY AS PRACTICABLE UPON
REQUEST, WITH DUE REGARD FOR OTHER COMMITMENTS OF VERIZON PERSONNEL AND THE
MATERIALITY OF THE INFORMATION TO SPINCO (INCLUDING THE NEED TO COMPLY WITH ANY
"ORDER" OR ANY "LAW" (EACH AS DEFINED IN THE MERGER AGREEMENT)).
(C)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, (X) THE PROVISION OF RETURNS AND OTHER INFORMATION RELATING TO
TAX MATTERS SHALL BE GOVERNED BY THE TAX SHARING AGREEMENT AND THE TRANSITION
SERVICES AGREEMENT AND NOT THIS AGREEMENT, (Y) THE PROVISION OF INFORMATION
RELATING TO PERSONNEL AND PERSONNEL MATERS WILL BE GOVERNED BY THE TRANSITION
SERVICES AGREEMENT AND THE EMPLOYEE MATTERS AGREEMENT AND NOT THIS AGREEMENT AND
(Z) THE OWNERSHIP AND USE OF ANY INFORMATION THAT CONSTITUTES AN INTELLECTUAL
PROPERTY ASSET SHALL BE GOVERNED BY THE INTELLECTUAL PROPERTY AGREEMENT.
SECTION 8.2
PRIVILEGED INFORMATION.
(A)
EACH PARTY HERETO ACKNOWLEDGES THAT:
(I) EACH OF VERIZON AND SPINCO (AND THE MEMBERS OF THE VERIZON GROUP AND THE
SPINCO GROUP, RESPECTIVELY) HAS OR MAY OBTAIN PRIVILEGED INFORMATION; (II) THERE
ARE AND/OR MAY BE A NUMBER OF LITIGATION MATTERS AFFECTING EACH OR BOTH OF
VERIZON AND SPINCO; (III) BOTH VERIZON AND SPINCO HAVE A COMMON LEGAL INTEREST
IN LITIGATION MATTERS, IN THE PRIVILEGED INFORMATION AND IN THE PRESERVATION OF
THE CONFIDENTIAL STATUS OF THE PRIVILEGED INFORMATION, IN EACH CASE RELATING TO
THE PRE-DISTRIBUTION SPINCO BUSINESS OR VERIZON BUSINESS OR, IN THE CASE OF THE
SPINCO GROUP, RELATING TO OR ARISING IN CONNECTION WITH THE RELATIONSHIP AMONG
VERIZON AND ITS SUBSIDIARIES ON OR PRIOR TO THE DISTRIBUTION DATE; AND (IV) BOTH
VERIZON AND SPINCO INTEND THAT THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE
MERGER AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS AND ANY TRANSFER OF
PRIVILEGED INFORMATION IN CONNECTION THEREWITH SHALL NOT OPERATE AS A WAIVER OF
ANY POTENTIALLY APPLICABLE PRIVILEGE.
(B)
EACH OF VERIZON AND SPINCO AGREES, ON BEHALF
OF ITSELF AND