Common use of Restricted Access Systems Clause in Contracts

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 determines in good faith and in consultation with NewCo that the requested access could affect MCK’s compliance with antitrust laws or provide NewCo with inappropriate access to MCK confidential information (e.g., in violation of best practices or restrictions imposed by law or contract), then MCK may further limit access to such impacted systems and the parties will explore reasonable alternatives (e.g., providing access for a different NewCo employee, implementing technical means of limiting risks to MCK, etc.) (c) NewCo will be responsible for: (i) tracking, managing and periodically revalidating the business need for personnel with access credentials for Restricted Access Systems to have continued access; (ii) immediately notifying MCK of any personnel departures among those who are authorized to use Restricted Access Systems (to enable MCK to timely terminate access); (iii) having policies and educating personnel that access credentials are specific to individual persons and may not be disclosed or shared with any other persons; and (iv) reducing the number of persons who have access over time after the applicable systems have been fully migrated to NewCo’s information technology platforms and access to the corresponding legacy MCK systems is no longer needed. (d) the parties will be responsible for: 2 Such service is for people manager-related activities, including, but not limited to, compensation, performance review, manager approvals and self-service related activities, approval of expense reports, approval of purchase orders and contractors. (i) testing, validating and operationalizing a virtual desktop infrastructure (VDI) system on the business-to-business connection for the Restricted Access Systems.

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 determines in good faith and in consultation with NewCo that the requested access could affect MCK’s compliance with antitrust laws or provide NewCo with inappropriate access to MCK confidential information (e.g., in violation of best practices or restrictions imposed by law or contract), then MCK may further limit access to such impacted systems and the parties will explore reasonable alternatives (e.g., providing access for a different NewCo employee, implementing technical means of limiting risks to MCK, etc.) (c) NewCo will be responsible for: (i) tracking, managing and periodically revalidating the business need for personnel with access credentials for Restricted Access Systems to have continued access; (ii) immediately notifying MCK of any personnel departures among those who are authorized to use Restricted Access Systems (to enable MCK to timely terminate access); (iii) having policies and educating personnel that access credentials are specific to individual persons and may not be disclosed or shared with any other persons; and (iv) reducing the number of persons who have access over time after the applicable systems have been fully migrated to NewCo’s information technology platforms and access to the corresponding legacy MCK systems is no longer needed. (d) the parties will be responsible for: . 2 Such service is for people manager-related activities, including, but not limited to, compensation, performance review, manager approvals and self-service related activities, approval of expense reports, approval of purchase orders and contractors. (d) the parties will be responsible for: (i) testing, validating and operationalizing a virtual desktop infrastructure (VDI) system on the business-to-business connection for the Restricted Access Systems.

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 determines in good faith and in consultation with NewCo that the requested access could affect MCK’s compliance with antitrust laws or provide NewCo with inappropriate access to MCK confidential information (e.g., in violation of best practices or restrictions imposed by law or contract), then MCK may further limit access to such impacted systems and the parties will explore reasonable alternatives (e.g., providing access for a different NewCo employee, implementing technical means of limiting risks to MCK, etc.) (c) NewCo will be responsible for: (i) tracking, managing and periodically revalidating the business need for personnel with access credentials for Restricted Access Systems to have continued access; (ii) immediately notifying MCK of any personnel departures among those who are authorized to use Restricted Access Systems (to enable MCK to timely terminate access); (iii) having policies and educating personnel that access credentials are specific to individual persons and may not be disclosed or shared with any other persons; and (iv) reducing the number of persons who have access over time after the applicable systems have been fully migrated to NewCo’s information technology platforms and access to the corresponding legacy MCK systems is no longer needed. (d) the parties will be responsible for: 2 Such service is for people manager-related activities, including, but not limited to, compensation, performance review, manager approvals and self-service related activities, approval of expense reports, approval of purchase orders and contractors.: (i) testing, validating and operationalizing a virtual desktop infrastructure (VDI) system on the business-to-business connection for the Restricted Access Systems.