Common use of Pre-Separation Services Clause in Contracts

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Relevant Time have been and will be rendered either for (i) the collective benefit of each of the members of the SpecCo Group, the MatCo Group and the AgCo Group (“Collective Benefit Services”), or (ii) the sole benefit of (x) SpecCo (or a member of SpecCo’s Group) in the case of legal and other professional services provided solely in respect of a Specialty Products Asset, a Specialty Products Liability or the Specialty Products Business, (y) AgCo (or a member of AgCo’s Group) in the case of legal and other professional services provided solely in respect of an Agriculture Asset, an Agriculture Liability or the Agriculture Business or (z) MatCo (or a member of MatCo’s Group) in the case of legal and other professional services provided solely in respect of a Materials Science Asset, Materials Science Liability or the Materials Science Business, as the case may be (“Sole Benefit Services”). For the purposes of asserting all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (x) each of the members of the SpecCo Group, the MatCo Group and the AgCo Group shall be deemed to be the client with respect to Collective Benefit Services, and (y) SpecCo, MatCo or AgCo (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. With respect to all Information subject to Privilege (“Privileged Information”), (A) the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services, and (B) SpecCo, MatCo or AgCo (or the applicable member of such Party’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Relevant Time Distribution have been and will be rendered either for (i) the collective benefit of each of the members of the SpecCo Group, the MatCo RemainCo Group and the AgCo ElectronicsCo Group (“Collective Benefit Services”), or (ii) the sole benefit of (x) SpecCo RemainCo (or a member of SpecCoRemainCo’s Group) in the case of legal and other professional services provided solely in respect of a Specialty Products RemainCo Asset, a Specialty Products RemainCo Liability or the Specialty Products RemainCo Business, or (y) AgCo ElectronicsCo (or a member of AgCoElectronicsCo’s Group) in the case of legal and other professional services provided solely in respect of an Agriculture ElectronicsCo Asset, an Agriculture ElectronicsCo Liability or the Agriculture Business or (z) MatCo (or a member of MatCo’s Group) in the case of legal and other professional services provided solely in respect of a Materials Science Asset, Materials Science Liability or the Materials Science ElectronicsCo Business, as the case may be (“Sole Benefit Services”). For Subject to Article VII, for the purposes of asserting all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (x) each of the members of the SpecCo Group, the MatCo RemainCo Group and the AgCo ElectronicsCo Group shall be deemed to be the client with respect to Collective Benefit Services, and (y) SpecCo, MatCo RemainCo or AgCo ElectronicsCo (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. With respect to all Information subject to Privilege (“Privileged Information”), (A) the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services, and (B) SpecCo, MatCo RemainCo or AgCo ElectronicsCo (or the applicable member of such Party’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Relevant Time have been and will be rendered either for (i) the collective benefit of each of the members of the SpecCo Group, the MatCo IP RemainCo Group and the AgCo Product SpinCo Group (“Collective Benefit Services”), or (ii) the sole benefit of (x) SpecCo IP RemainCo (or a member of SpecCoIP RemainCo’s Group) in the case of legal and other professional services provided solely in respect of an IP Asset, an IP Liability or the IP Business, or (y) Product SpinCo (or a member of Product SpinCo’s Group) in the case of legal and other professional services provided solely in respect of a Specialty Products Asset, a Specialty Products Liability or the Specialty Products Business, (y) AgCo (Product Asset or a member of AgCo’s Group) in the case of legal and other professional services provided solely in respect of an Agriculture Asset, an Agriculture Product Liability or the Agriculture Business or (z) MatCo (or a member of MatCo’s Group) in the case of legal and other professional services provided solely in respect of a Materials Science Asset, Materials Science Liability or the Materials Science Business, as the case may be (“Sole Benefit Services”). For the purposes of asserting all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (x) each of the members of the SpecCo Group, the MatCo IP RemainCo Group and the AgCo Product SpinCo Group shall be deemed to be the client with respect to Collective Benefit Services, Services and (y) SpecCo, MatCo IP RemainCo or AgCo Product SpinCo (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. With respect to all Information subject to Privilege (“Privileged Information”), (A) the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services, Services and (B) SpecCo, MatCo IP RemainCo or AgCo Product SpinCo (or the applicable member of such Party’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information includes, but is not limited to, services rendered by legal counsel retained or employed by any either Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.