Common use of AUTHORIZED EMPLOYEES AND AUTHORIZED CONTRACTORS Clause in Contracts

AUTHORIZED EMPLOYEES AND AUTHORIZED CONTRACTORS. Customer may disclose the Data Model only to employees and contractors who (i) require access thereto for a purpose authorized by the Agreement, and (ii) have personally signed the Access Log which is set forth as the initial page of the Data Model. Such employees and contractors are hereby designated "Authorized Employees" and "Authorized Contractors." Notwithstanding the foregoing, if (i) Siebel reasonably believes that any employee or contractor is engaged in the integration, customization or other development-related activities of products similar to or competitive with Siebel's products either for its own benefit or for the benefit of a third party ("Similar Product Development"), and Customer cannot assure Siebel to its reasonable satisfaction that such employee or contractor, while engaged in supporting such development activities, will be able to refrain from commingling or sharing any portion of the Data Model with any such Similar Product Development, or (ii)Siebel reasonably believes that the Data Model may not be properly safeguarded by any employee or contractor, Siebel shall notify Customer in writing and, upon receipt of such notification, Customer shall immediately terminate such employee's or contractor's access to the Data Model. Customer shall promptly provide Siebel the original of the Access Log upon request. In the event Siebel disapproves of an employee or contractor in accordance with the foregoing, Siebel shall provide Customer prompt notice of such disapproval no later than fifteen (15) days following Customer's having provided Siebel with the original of the Access Log. Siebel shall be deemed to have accepted all employees and contractors who have signed the Access Log until Siebel notifies Customer to the contrary. Any breach of the Agreement by an employee or contractor of Customer shall be deemed to be a breach by Customer.

AUTHORIZED EMPLOYEES AND AUTHORIZED CONTRACTORS. Customer may disclose the Data Model only to employees and contractors who (i) require access thereto for a purpose authorized by the Agreement, and (ii) have personally signed the Access Log which is set forth as the initial page of the Data Model. Such employees and contractors are hereby designated "Authorized Employees" and "Authorized Contractors." Notwithstanding the foregoing, if (i) Siebel reasonably believes that any employee or contractor is engaged in the integration, customization or other development-related activities of products similar to or competitive with Siebel's products either for its own benefit or for the benefit of a third party ("Similar Product Development"), and Customer cannot assure Siebel to its reasonable satisfaction that such employee or contractor, while engaged in supporting support such development activities, will be able to refrain from commingling or sharing any portion of the Data Model with any such Similar Product Development, or (ii)Siebel ii) Siebel reasonably believes that the Data Model may not be properly safeguarded by any employee or contractor, Siebel shall notify Customer in writing and, upon receipt of such notification, Customer shall immediately terminate such employee's or contractor's access to the Data Model. Customer shall promptly provide Siebel the original of the Access Log upon request. In the event Siebel disapproves of an employee or contractor in accordance with the foregoing, Siebel shall provide Customer prompt notice of such disapproval no later than fifteen (15) days following Customer's having provided Siebel with the original of the Access Log. Siebel shall be deemed to have accepted all employees and contractors who have signed the Access Log until Siebel notifies Customer to the contrary. Any breach of the Agreement (*) Denotes confidential information that has been omitted and filed separately, accompanied by an employee or contractor a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of Customer shall be deemed to be a breach by Customer1933, as amended.

AUTHORIZED EMPLOYEES AND AUTHORIZED CONTRACTORS. Customer may disclose the Data Model only to employees and contractors who (i) require access thereto for a purpose authorized by the Agreement, and (ii) have personally signed the Access Log which is set forth as the initial page of the Data Model. Such employees and contractors are hereby designated "Authorized Employees" and "Authorized Contractors." Notwithstanding the foregoing, if (i) Siebel reasonably believes that any employee or contractor is engaged in the integration, customization or other development-related activities of products similar to or competitive with Siebel's products either for its own benefit or for the benefit of a third party ("Similar Product Development"), and Customer cannot assure Siebel to its reasonable satisfaction that such employee or contractor, while engaged in supporting such development activities, will be able to refrain from commingling or sharing any portion of the Data Model with any such Similar Product Development, or (ii)Siebel reasonably believes that the Data Model may not be properly safeguarded by any employee or contractor, Siebel shall notify Customer in writing and, upon receipt of such notification, Customer shall immediately terminate such employee's or contractor's access to the Data Model. Customer shall promptly provide Siebel the original of the Access Log upon request. In the event Siebel disapproves of an employee or contractor in accordance with the foregoing, Siebel shall provide Customer prompt notice of such disapproval no later than fifteen (15) days following Customer's having provided Siebel with the original of the Access Log. Siebel shall be deemed to have accepted all employees and contractors who have signed the Access Log until Siebel notifies Customer to the contrary. Any breach of the Agreement by an employee or contractor of Customer shall be deemed to be a breach by Customer. 2.

AUTHORIZED EMPLOYEES AND AUTHORIZED CONTRACTORS. Customer may disclose the Data Model only to employees and contractors who (i) require access thereto for a purpose authorized by the Agreement, and (ii) have personally signed the Access Log which is set forth as the initial page of the Data Model. Such employees and contractors are hereby designated "Authorized Employees" and "Authorized Contractors." Notwithstanding the foregoing, if (i) Siebel reasonably believes that any employee or contractor is engaged in the integration, customization or other development-related activities of products similar to or competitive with Siebel's products either for its own benefit or for the benefit of a third party ("Similar Product Development"), and Customer cannot assure Siebel to its reasonable satisfaction that such employee or contractor, while engaged in supporting support such development activities, will be able to refrain from commingling or sharing any portion of the Data Model with any such Similar Product Development, or (ii)Siebel ii) Siebel reasonably believes that the Data Model may not be properly safeguarded by any employee or contractor, Siebel shall notify Customer in writing and, upon receipt of such notification, Customer shall immediately terminate such employee's or contractor's access to the Data Model. Customer shall promptly provide Siebel the original of the Access Log upon request. In the event Siebel disapproves of an employee or contractor in accordance with the foregoing, Siebel shall provide Customer prompt notice of such disapproval no later than fifteen (15) days following Customer's having provided Siebel with the original of the Access Log. Siebel shall be deemed to have accepted all employees and contractors who have signed the Access Log until Siebel notifies Customer to the contrary. Any breach of the (*) Denotes confidential information that has been omitted and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended. Agreement by an employee or contractor of Customer shall be deemed to be a breach by Customer.