Common use of Operation of the Agreement Clause in Contracts

Operation of the Agreement. 6.01. The Corporation shall at all times maintain policies and practices to ensure the safeguarding of classified information and controlled unclassified information entrusted to it and the performance of classified contracts and participation in classified programs for the User Agencies in accordance with the Security Agreement (DD Form 441 or its successor form), this Agreement, appropriate contract provisions regarding security, United States export control laws, and the NISP. a. The following additional protections shall be established in the by-laws and/or resolutions of the governing boards, as appropriate, of the Corporation and the Parent Corporation, acknowledged as provided in subsections 6.01a.l. and 6.01a.2. below, and shall control the actions of the parties hereto during the term of this Agreement: 1. Pursuant to a resolution of the Corporation Board, which shall not be repealed or amended without approval of DSS, the Corporation shall exclude the Affiliate and all members of its Board of Directors and all of its officers, employees, agents and other representatives of each of them from access to classified information and controlled unclassified information entrusted to the Corporation. The above exclusion shall not, however, preclude the exchange of classified information or controlled unclassified information between the Corporation and any affiliates when such exchange is permissible under the NISP and applicable United States laws and regulations. 2. Pursuant to a resolution of the Parent Corporation’s Board of Directors, which shall not be repealed or amended without approval of DSS, the Parent Corporation shall formally acknowledge and approve the Corporation’s resolution referred to in subsection 6.01a.1. above, and shall additionally resolve: (i) to exclude itself and all affiliates and all members of the Boards of Directors and all officers, employees, agents and other representatives of all of the foregoing, from access to classified information and controlled unclassified information entrusted to the Corporation, except as expressly permissible pursuant to subsection 6.01a.1. above; and: (ii) shall resolve to grant the Corporation the independence to safeguard classified information and controlled unclassified information entrusted to it; and (iii) and shall additionally resolve to refrain from taking any action to control or influence the performance of the Corporation’s classified contracts or the Corporation’s participation in classified programs. b. Ultimate Parent, Intermediate Parent1 and Intermediate Parent2 shall formally acknowledge and approve the Corporation resolution referenced in 6.01a.1 above, and the Parent Corporation resolutions referenced in 6.01a.2. above. 6.02. The GSC shall establish written policies and procedures and maintain oversight to provide assurance to itself and DSS that electronic communications between the Corporation and its subsidiaries and the Affiliates do not disclose classified or export controlled information without proper authorization. (Note: as used in this Agreement, the term “electronic communications” means the transfer of information via, including but not limited to, telephone conversations, facsimiles, teleconferences, video conferences or electronic mail.) Policies and procedures will also provide assurance that electronic communications are not used by the Parent(s) and/or any of its Affiliates to exert influence or control over the Corporation’s business or management in a manner which could adversely affect the performance of classified contracts.

Operation of the Agreement. 6.01. The Corporation shall at all times maintain policies and practices to ensure the safeguarding of classified information and controlled unclassified information entrusted to it and the performance of classified contracts and participation in classified programs for the User Agencies in accordance with the Security Agreement (DD Form 441 or its successor form), this Agreement, appropriate contract provisions regarding security, United States export control laws, and the NISP. a. The following additional protections shall be established in the by-laws and/or resolutions of the governing boards, as appropriate, of the Corporation and the Parent Corporation, and [Ultimate Parent], acknowledged as provided in subsections 6.01a.l6.01a.1. and 6.01a.2. below, and shall control the actions of the parties hereto during the term of this Agreement: 1. Pursuant to a resolution of the Corporation Board, which shall not be repealed or amended without approval of DSS, the Corporation shall exclude the Affiliate and all members of its Board of Directors and all of its officers, employees, agents and other representatives of each of them from access to classified information and controlled unclassified information entrusted to the Corporation. The above exclusion shall not, however, preclude the exchange of classified information or controlled unclassified information between the Corporation and any affiliates when such exchange is permissible under the NISP and applicable United States laws and regulations. 2. Pursuant to a resolution of the Parent Corporation’s 's Board of Directors, which shall not be repealed or amended without approval of DSS, the Parent Corporation shall formally acknowledge and approve the Corporation’s 's resolution referred to in subsection 6.01a.1. above, and shall additionally resolve: (i) to exclude itself and all affiliates and all members of the Boards of Directors and all officers, employees, agents and other representatives of all of the foregoing, from access to classified information and controlled unclassified information entrusted to the Corporation, except as expressly permissible pursuant to subsection 6.01a.1. above; and: (ii) shall resolve to grant the Corporation the independence to safeguard classified information and controlled unclassified information entrusted to it; and (iii) and shall additionally resolve to refrain from taking any action to control or influence the performance of the Corporation’s 's classified contracts or the Corporation’s 's participation in classified programs. b. [Ultimate Parent, Intermediate Parent1 and Intermediate Parent2 ] shall formally acknowledge and approve the Corporation resolution referenced in 6.01a.1 above, and the Parent Corporation resolutions referenced in 6.01a.2. above. 6.02. The GSC shall establish written policies and procedures and maintain oversight to provide assurance to itself and DSS that electronic communications between the Corporation and its subsidiaries and the Affiliates do not disclose classified or export controlled information without proper authorization. (Note: as used in this Agreement, the term “electronic communications” means the transfer of information via, including but not limited to, telephone conversations, facsimiles, teleconferences, video conferences or electronic mail.) Policies and procedures will also provide assurance that electronic communications are not used by the Parent(s) and/or any of its it’s Affiliates to exert influence or control over the Corporation’s business or management in a manner which could adversely affect the performance of classified contracts.

Operation of the Agreement. 6.01. 6.1 The Corporation shall at all times maintain policies and practices to ensure the safeguarding of classified information and controlled unclassified information entrusted to it and the performance of classified contracts and participation in classified programs for the User Agencies in accordance with the DoD Security Agreement (DD Form 441 or its successor form441), this the Agreement, appropriate contract provisions regarding security, United States export control laws, and the NISPDISP. a. The following additional protections shall be established in the by-laws and/or resolutions of the governing boards, as appropriate, of the Corporation and the Parent Corporation, acknowledged as provided in subsections 6.01a.l. and 6.01a.2. below, and shall control the actions of the parties hereto during the term of this Agreement:the 1. b. Pursuant to a resolution of the Corporation Board, which shall not be repealed or amended without approval of DSSDIS, the Corporation shall exclude the Affiliate Affiliates and all members of its Board the Boards of Directors and all of its officers, employees, agents and other representatives of each of them them, from access to classified information and controlled unclassified information entrusted to the Corporation. The above exclusion exclusions shall not, however, preclude the exchange of classified information or controlled unclassified information between the Corporation and any affiliates Affiliates when such exchange is permissible under the NISP DISP and applicable United States laws and regulations.; 2. c. Pursuant to a resolution of the Parent Corporation’s 's Board of Directors, which shall not be repealed or amended without approval of DSSDIS, the Parent Corporation shall formally acknowledge and approve the Corporation’s 's resolution referred to in subsection 6.01a.1. 6.1b, above, and shall additionally resolve: (i) to exclude itself and all affiliates Affiliates and all members of the Boards of Directors and all officers, employees, agents and other representatives of all of the foregoing, from access to classified information and controlled unclassified information entrusted to the Corporation, except as expressly permissible pursuant to subsection 6.01a.1. 6.1b above; and, and shall additionally resolve: (ii) shall resolve to grant the Corporation the independence to safeguard classified information and controlled unclassified information entrusted to it; and (iii) and shall additionally resolve to refrain from taking any action to control or influence the performance of the Corporation’s 's classified contracts or the Corporation’s 's participation in classified programs. b. Ultimate Parent, Intermediate Parent1 and Intermediate Parent2 d. AXA shall formally acknowledge and approve the Corporation resolution referenced in 6.01a.1 6.1b above, and the Parent Corporation resolutions referenced in 6.01a.2. 6.1c above. 6.02. The GSC shall establish written policies and procedures and maintain oversight to provide assurance to itself and DSS that electronic communications between the Corporation and its subsidiaries and the Affiliates do not disclose classified or export controlled information without proper authorization. (Note: as used in this Agreement, the term “electronic communications” means the transfer of information via, including but not limited to, telephone conversations, facsimiles, teleconferences, video conferences or electronic mail.) Policies and procedures will also provide assurance that electronic communications are not used by the Parent(s) and/or any of its Affiliates to exert influence or control over the Corporation’s business or management in a manner which could adversely affect the performance of classified contracts.