FROM THE BUSINESSES TO PARENT, P-CARD, BLACKBERRY
SERVICE, TELEPHONE SERVICES, TRAVEL RELATED SERVICES AND OTHER BUSINESS EXPENSES
THAT HAVE BEEN PAID BY PARENT AND CHARGED DIRECTLY TO THE BUSINESSES, RATHER
THAN CHARGED TO THE CORPORATE SEGMENT OF PARENT AND ALLOCATED TO THE BUSINESSES
VIA AN ALLOCATION MECHANISM, SHALL CONTINUE TO BE PAID BY PARENT AND REIMBURSED
BY BUYER UNTIL THE EARLIER OF (I) 120 DAYS AFTER THE DATE HEREOF AND (II) SUCH
TIME AS BUYER HAS CONTRACTED FOR SUCH SERVICES IN BUYER'S NAME.
4.
CONDUCT OF THE BUSINESS.
(A)
BUYER RECOGNIZES THAT THE TRANSFER OF THE IT
ASSETS AND THE PERFORMANCE OF THE BUYER SUPPORT SERVICES WILL RESULT IN BUYER
HAVING ACCESS TO CONFIDENTIAL AND PROPRIETARY INFORMATION OF PARENT AND ITS
AFFILIATES. BUYER HEREBY AGREES AND COVENANTS TO COMPLY WITH, AND CAUSE ITS
EMPLOYEES, INDEPENDENT CONTRACTORS AND OTHER AGENTS AND REPRESENTATIVES TO
COMPLY WITH, USAGE RULES AND POLICIES AT LEAST AS STRINGENT AS PARENT'S USAGE
RULES AND POLICIES IN EFFECT IMMEDIATELY PRIOR TO THE DATE HEREOF, A COPY OF
WHICH IS ATTACHED HERETO AS SCHEDULE 5.
(B)
PARENT SHALL COMPLY WITH, AND CAUSE ITS EMPLOYEES,
INDEPENDENT CONTRACTORS AND OTHER AGENTS AND REPRESENTATIVES THAT WILL BE
ACCESSING OR OTHERWISE USING THE BUYER SUPPORT SERVICES TO COMPLY IN ALL
MATERIAL RESPECTS WITH BUYER'S USAGE RULES AND POLICIES, EXCEPT TO THE EXTENT
BUYER'S USAGE RULES AND POLICIES DIFFER FROM PARENT'S RULES AND POLICIES IN
SCHEDULE 5 AND SUCH DIFFERENCE WOULD ADVERSELY AFFECT THE BENEFITS TO BE
RECEIVED BY PARENT UNDER THIS AGREEMENT.
(C)
BUYER AND PARENT HEREBY AGREE TO ENFORCE
COMPLIANCE WITH THE USAGE RULES AND POLICIES USING THE SAME PRINCIPLES THAT
PARENT ENFORCED AND USED IMMEDIATELY PRIOR TO THE CLOSING DATE.
(D)
PARENT'S OBLIGATION TO PROVIDE THE PARENT SUPPORT
SERVICES IS SUBJECT TO BUYER'S COMPLIANCE WITH BUYER'S AGREEMENTS IN SECTIONS
4(A) AND (C). PARENT SHALL NOT BE OBLIGATED TO PROVIDE ANY PARENT SUPPORT
SERVICES DURING ANY PERIOD IN WHICH BUYER IS IN MATERIAL BREACH OF
SECTION 4(A) OR 4(C).
5
(E)
BUYER'S OBLIGATION TO PROVIDE THE BUYER SUPPORT
SERVICES IS SUBJECT TO PARENT'S COMPLIANCE WITH PARENT'S AGREEMENTS IN SECTIONS
4(B) AND (C). BUYER SHALL NOT BE OBLIGATED TO PROVIDE ANY BUYER SUPPORT SERVICES
DURING ANY PERIOD IN WHICH PARENT IS IN MATERIAL BREACH OF SECTION 4(B) OR 4(C).
(F)
EACH PARTY WILL HAVE THE SOLE AUTHORITY TO
ADMINISTER ITS INFORMATION TECHNOLOGY NETWORK IN ACCORDANCE WITH ITS RELEVANT
PRACTICES AND PROCEDURES SO LONG AS SUCH ADMINISTRATION DOES NOT MATERIALLY
ADVERSELY AFFECT SUCH PARTY'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ALL
TECHNICAL, SECURITY AND POLICY DECISIONS RELATING TO A PARTY'S INFORMATION
TECHNOLOGY NETWORK AND THE SUPPORT SERVICES TO BE PROVIDED BY SUCH PARTY SHALL
BE MADE BY SUCH PARTY.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 4(F) OR ELSEWHERE IN THIS AGREEMENT, BUYER AGREES WITH RESPECT TO
PARENT'S ASSETS AFFECTED BY THIS AGREEMENT TO, AND SHALL TAKE ALL STEPS
REASONABLY REQUESTED BY PARENT TO, (I) SAFEGUARD PARENT'S ASSETS AGAINST
UNAUTHORIZED ACQUISITION, USE OR DISPOSITION AND PROVIDE REASONABLE ASSURANCE TO
PARENT THAT BUYER HAS