Microsoft Service Maintenance Toolkit. NewCo will include in its privacy policy a provision substantially similar to the provision entitled “Sales, Mergers, and Acquisitions” in the B&N privacy policy dated January 10, 2012. Within 10 days of the date the Microsoft Service Maintenance Toolkit or Deposit Materials, as applicable, are required (taking into account any applicable periods for delivery and, if applicable, the completion of any Expedited Arbitration) to be delivered to Microsoft in accordance with Sections 10.3, 10.4, 11.5 or 11.6, as applicable, NewCo will (a) notify end users of, and (b) to the extent it believes in good faith that notwithstanding the provision in its privacy policy above, it is required by applicable law to obtain user consent (taking into account such analysis or other information relevant to such subject that Microsoft provides to NewCo), will request end users to consent to, the transfer to, and use by, Microsoft of the Customer Data and Publisher Data included therein in accordance with Section 10.2 and will require such required end user consent as a condition to using the NewCo Store or a NewCo App at any time following the date on which Microsoft becomes entitled to receive the Microsoft Maintenance Toolkit or Deposit Materials, as applicable. If requested by Microsoft, NewCo will also, within the 10-day period identified in the previous sentence, assist Microsoft in providing such notice and obtaining any required end user consent to such transfer and use by sending an email to end users with respect to which Customer Data or Publisher Data is included in the Microsoft Service Maintenance Toolkit or Deposit Materials, as applicable, informing them of the circumstances surrounding the transfer of such user’s data and offering them the opportunity to provide any such required consent. NewCo will structure such consent request as an “opt-out” (i.e., end users are considered to have consented unless they object to the request within a period of not more than 30 days (as determined by NewCo), unless NewCo believes in good faith that a longer period is required to comply with applicable law (taking into account such analysis or other information relevant to such subject that Microsoft provides to NewCo) or commercial custom in the applicable jurisdiction) for all data and in all jurisdictions for which NewCo believes in good faith such structure complies with applicable law, taking into account such analysis or other information relevant to such subject that Mic...
