Restricted Access Systems Sample Clauses
The "Restricted Access Systems" clause defines the requirements and limitations for systems that control or limit user access to certain content or services. Typically, this clause outlines the technical and procedural standards that must be met to ensure only authorized users can access restricted materials, such as age verification for adult content or password protection for confidential information. Its core practical function is to ensure compliance with legal or regulatory obligations and to prevent unauthorized access, thereby reducing liability and protecting sensitive or regulated content.
Restricted Access Systems. Where the Schedules specify language that access to certain systems be limited to: “MTI Participating Employees,” “MTI Participating Employees who had access during the 12 months prior to Closing,” “MTI Participating Employees who had access immediately prior to Closing,” or similar language limiting access to legacy MCK or MTI Participating Employees personnel (“Restricted Access Systems”), the following shall apply:
(a) as of Closing, employees of MCK immediately prior to Closing who had access, the MTI Participating Employees who had access, L1 employees (direct reports of the CEO) of Newco, and the other employees of Newco who are described in the job-specific/application-specific supplemental access list will be granted access to the applicable Restricted Access Systems. The parties’ transition teams have approved the job-specific/application-specific supplemental access list1 prior to Closing (it need not be attached hereto) for the Restricted Access Systems. 1 The job-specific/application-specific supplemental access lists addresses areas, including but not limited to, procurement and HR-related activities (e.g., compensation, performance review, approval of expense reports, approval of purchase orders and contractors).
(b) in addition after Closing, NewCo can request access to the Restricted Access Systems for additional personnel (employees and contractors) by submitting to MCK’s Project Manager, the names, titles, nature of access and reason why access is being requested for such persons, it being agreed that the CEO of Newco and his direct reports are approved for such access. Reasonable requests that satisfy one of the below conditions shall be approved without undue delay: (i) access for the new person to a position that had access is backfilled with a replacement (e.g., when the person who had access either leaves the employment of Newco or is moved to a new position within Newco) and access is required for such employee to perform his or her important job functions, (ii) persons who backfill positions on the job-specific/application-specific supplemental access list, and (iii) if an employee of Newco who is not a MTI Participating Employee (or otherwise a legacy MCK employee who becomes employed by Newco) (a “Legacy MCK Employee”) supervises or manages a cumulative team of ten (10) or more Legacy MCK Employees who do not already have a manager with access to Restricted Access Systems.2 However, for any such exception, if MCK reasonably deter...