Common use of IT Services Clause in Contracts

IT Services. (a) While using any data processing or communications services of Motorola (whether or not identified in this Annex A), Freescale shall and shall cause each of its Affiliates to, adhere in all respects to Motorola’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 Company’s employees may continue to have access to the Motorola Intranet and associated computer applications if they meet the following criteria: (1) such employee is listed in the Freescale LDAP/”core directory” or any updates thereto and a current list of these employees is available online in a database accessible by Motorola staff and Freescale staff, and a documented process is in place for notification to Motorola of all voluntary and involuntary separations; (2) the Company has a legitimate business need to access resources on the Motorola Intranet during the term of this Agreement; and (3) the Company employee is bound by a non-disclosure agreement or other binding confidentiality obligations for the benefit of Motorola. The Company’s employee computer and system accounts on the Motorola Intranet that are not required for the transition must be locked. The Company’s employees that are connected to the Motorola Intranet must continue to adhere in all respects to the security requirements documented in the ISO17799+, SOP E-60, the protection of proprietary information and SOP-E-62, Appropriate Use of Computer Resources and SOP E-69, Global Data Protection/Privacy Policy or any successor or additional requirements that are provided to Freescale. Freescale shall, and shall cause each of its Affiliates to adhere in particular to 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 and the Internet or other entity networks, and compliance to the requirements for protection of Motorola confidential proprietary information and intellectual assets/property. ISO17799+ must be followed when connecting the Motorola Intranet to the Company’s network or other non-Motorola networks and all external connections to the Motorola network require the review and the written approval of Motorola information protection services. Computing assets connected to the Motorola network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans which may occur during connect time. (c) Freescale and Motorola will jointly develop mutually acceptable systems conversion plans as soon as reasonably practicable. If necessary to facilitate such conversion, Motorola agrees to use commercially reasonable efforts to assist Freescale 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 Freescale to synchronize their own related project efforts. Costs incurred by Motorola in connection with facilitating such conversion will be considered and treated as a request for Additional Services pursuant to Section 1. Any schedule modifications occurring after the plan is firm will require joint approval by Freescale and Motorola, such approval not to be unreasonably withheld. (d) If the Company increases its use of Motorola’s CPU and network systems and such increased use contributes to the need for Motorola to purchase additional computing capacity that Motorola will not utilize after final separation, Freescale will be financially responsible for that computing capacity. Motorola will use commercially reasonable efforts to notify Freescale in advance of capacity issues to allow Freescale to respond and possibly discontinue use of certain Motorola systems in advance of any additional purchases. Historic usage for the second half of 2003 will serve as the basis from which to measure increases in usage. The need for purchasing additional computing capacity will be subject to the mutual agreement of Motorola and Freescale.