Common use of IT Services Clause in Contracts

IT Services. (a) While using any data processing or communications services of SpinCo (whether or not identified in Annex A), Motorola will and will cause each of its Affiliates to, adhere in all respects to SpinCo’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time. (b) The employees of Motorola and its Affiliates and non-employee representative of Motorola and its Affiliates who have access to the Motorola network may continue to have access to the SpinCo network and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to SpinCo of all voluntary and involuntary separations; (ii) Motorola has a legitimate business need to access resources on the SpinCo network during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of SpinCo. Motorola employee and non-employee representative computer and system accounts on the SpinCo network that are not required for the transition must be locked. Motorola’s employees and non-employee representatives that are connected to the SpinCo network must continue to adhere in all respects to the information protection safeguards defined in SpinCo’s Information Protection Policy IP-01 and Standards for Information Users (which will initially replicate Motorola’s Information Protection Policy IP-01 and Standards for Information Users which can be found at http:///▇▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇)) as well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the Motorola network or any other non-SpinCo networks and the Internet or other entity networks, and compliance with the requirements for protection of SpinCo’s confidential proprietary information and intellectual assets/property. SpinCo’s Information Protection Policy IP-01 and Complete Set of Standards (which will initially replicate Motorola’s Information Protection Policy IP-01 and Complete Set of Standards which can be found at ▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇/policy/itstandardscomplete.htm) must be followed when connecting SpinCo’s network to Motorola’s network or any other non-SpinCo networks and all external connections to the SpinCo network require the review and the written approval of SpinCo’s information protection services. Computing assets connected to SpinCo’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time. (c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, SpinCo agrees to use commercially reasonable efforts to assist Motorola to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event SpinCo expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify Motorola in advance and the Parties will reasonably negotiate and agree upon the items and amounts that Motorola will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld. (d) If Motorola increases its use of SpinCo’s central processing unit, storage, server or other network systems and such increased use contributes to the need for SpinCo to purchase additional computing capacity that SpinCo will not utilize following termination of the Transition Services, Motorola will pay for that capacity. SpinCo will notify Motorola in advance of capacity issues to allow Motorola to respond and possibly discontinue use of certain SpinCo systems in advance of any additional purchases. Usage consistent with recent past practice of the Motorola Business will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.

IT Services. (a) While using any data processing or communications services of SpinCo Motorola (whether or not identified in Annex A), Motorola SpinCo will and will cause each of its Affiliates to, adhere in all respects to SpinCoMotorola’s corporate information policies (including policies with respect to protection of proprietary information, data privacy and other policies regarding the use of computing resources) as in effect from time to time. (b) The employees of Motorola SpinCo and its Affiliates and non-employee representative of Motorola SpinCo and its Affiliates who have access to the Motorola SpinCo network may continue to have access to the SpinCo network Motorola Intranet and associated computer applications if they meet the following criteria: (i) such employee and non-employee representative is listed in the SpinCo LDAP/”core directory” or any updates thereto and a current list of these employees and non-employee representatives is available promptly upon request, and a documented process is in place for notification to SpinCo Motorola of all voluntary and involuntary separations; (ii) Motorola SpinCo has a legitimate business need to access resources on the SpinCo network Motorola Intranet during the term of this Agreement; and (iii) such employee and non-employee representative is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of SpinCoMotorola. Motorola SpinCo employee and non-employee representative computer and system accounts on the SpinCo network Motorola Intranet that are not required for the transition must be locked. MotorolaSpinCo’s employees and non-employee representatives that are connected to the SpinCo network Motorola Intranet must continue to adhere in all respects to the information protection safeguards defined in SpinCoMotorola’s Information Protection Policy IP-01 and Standards for Information Users (which will initially replicate Motorola’s Information Protection Policy IP-01 and Standards for Information Users which can be found at http:///▇▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇)) as well as any other security standards for requiring current antivirus protection active at all times, strong access control for all computer access, no sharing of passwords, no dual connections to the Motorola SpinCo network or any other non-SpinCo Motorola networks and the Internet or other entity networks, and compliance with the requirements for protection of SpinCoMotorola’s confidential proprietary information and intellectual assets/property. SpinCoMotorola’s Information Protection Policy IP-01 and Complete Set of Standards (which will initially replicate Motorola’s Information Protection Policy IP-01 and Complete Set of Standards which can be found at ▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇/policy/itstandardscomplete.htm) must be followed when connecting Motorola’s Intranet to SpinCo’s network to Motorola’s network or any other non-SpinCo Motorola networks and all external connections to the SpinCo Motorola network require the review and the written approval of SpinCoMotorola’s information protection services. Computing assets connected to SpinCoMotorola’s network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time. (c) SpinCo and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, SpinCo Motorola agrees to use commercially reasonable efforts to assist Motorola SpinCo to meet the mutually agreed upon milestones, timelines and resource requirements identified in the final detailed systems conversion plan. Following this process, the plan will be considered firm and will be used by both Motorola and SpinCo to synchronize their own related project efforts. In the event SpinCo Motorola expects to incur any extraordinary costs in connection with facilitating such conversion, it will notify Motorola SpinCo in advance and the Parties will reasonably negotiate and agree upon the items and amounts that Motorola SpinCo will pay. Such amounts will be considered and treated as a request for Additional Services pursuant to Section 1.1. Any schedule modifications occurring after the plan is firm will require joint approval by SpinCo and Motorola, such approval not to be unreasonably withheld. (d) If Motorola SpinCo increases its use of SpinCoMotorola’s central processing unit, storage, server or other network systems and such increased use contributes to the need for SpinCo Motorola to purchase additional computing capacity that SpinCo Motorola will not utilize following termination of the Transition Services, Motorola SpinCo will pay for that capacity. SpinCo Motorola will notify Motorola SpinCo in advance of capacity issues to allow Motorola SpinCo to respond and possibly discontinue use of certain SpinCo Motorola systems in advance of any additional purchases. Usage consistent with recent past practice of the Motorola Business Transferred Businesses will serve as the basis from which to measure increases in usage. The need for purchasing additional capacity will be subject to the mutual agreement of Motorola and SpinCo.