Common use of Access to Networks Clause in Contracts

Access to Networks. (a) Each Party and its Affiliates (collectively, the “Network Owner”) may provide the other Party and its Affiliates (collectively, the “Accessing Party”) with access to the Network Owner’s IT Assets via a secure method selected by such Party. (b) The Accessing Party shall only use (and will ensure that its Personnel only use), and shall only have access to, the Network Owner’s IT Assets for the purpose of, and to the extent required for, exercising its rights or performing its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement). (c) The Accessing Party shall not allow nor permit its agents or subcontractors to use or have access to the Network Owner’s IT Assets unless (i) such agents or subcontractors are employees of the Accessing Party or of an Affiliate of the Accessing Party, (ii) such agents and subcontractors are currently engaged under the Separation and Distribution Agreement or any other Ancillary Agreement or (iii) the Network Owner gives its express prior written approval for such use or access by each relevant agent or subcontractor, such approval not to be unreasonably withheld. (d) The Accessing Party shall not (and shall ensure that its Personnel shall not): (i) use the Network Owner’s IT Assets to develop Software, process data or perform any work or services other than for the purpose of exercising its rights or performing its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement); (ii) break, interrupt, circumvent, adversely affect or attempt to break, interrupt, circumvent or adversely affect any security system or measure of the Network Owner’s IT Assets; (iii) obtain, or attempt to obtain, access to any hardware, program or data stored in the Network Owner’s IT Assets except to the extent reasonably necessary to exercise the Accessing Party’s rights or perform its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement) or with respect to which the Network Owner has given its prior written consent for the Accessing Party to obtain or attempt to obtain such access; and (iv) use, disclose or give access to any part of the Network Owner’s IT Assets to any third party, other than its agents and subcontractors authorized by the Network Owner in accordance with this Section 3.6. All user identification numbers and passwords for the IT Assets disclosed to the Accessing Party, and any information obtained from the use of the Network Owner’s IT Assets, shall be deemed Confidential Information of the Network Owner.