Common use of Use Permitted Clause in Contracts

Use Permitted. Individuals performing services (physical or logical) or having unescorted access within the Company Space (defined below), will meet the following individual eligibility requirements for access to U.S. Government Controlled Unclassified Information or Technology1, and Non-Controlled Unclassified Government Contract-related Information (collectively, “Sensitive Government Data”): (a) Supplier will only use individuals who are resident citizens of the United States, and have an active U.S. Government Public Trust background investigation of NAC-I, which has been adjudicated and approved through the respective U.S. Government Central Adjudication Facility (“CAF”) Authority (collectively, “U.S. Resources”). (b) Individuals, who do not meet the definition of a U.S. Resource, may have limited access to the Company Space provided that those individuals are escorted and under constant supervision by a U.S. Resource, and are effectively precluded from access to Sensitive Government Data. This requirement does not apply to Medical, Police, Fire or other emergency responders’, when responding in an official capacity within the Company Space. When requested, these officials will be afforded access to all areas of the Company Space through key or access control. Company will be notified immediately, when these situations occur. Notwithstanding the foregoing, Supplier Personnel who are not U.S. Resources may access the Company Space via the Company-provided fail-over switch in any event in which life, health or safety is threatened as determined by Supplier in its reasonable discretion (an “Emergency Event”); provided that Supplier will notify Company promptly of any Emergency Event and following any Emergency Event, Supplier will make available to Company at the Service Location the Supplier Personnel who accessed the Company Space and will cause such Supplier Personnel to execute any non-disclosure agreement, in form and substance satisfactory to Supplier in its reasonable discretion, as may be required by Company. Unless otherwise agreed to in writing by Company, Supplier agrees to allow only those personnel who are eligible to work in the United States to have access to Company Space. All Supplier Personnel performing Services that requires access to Company Space will be fully qualified to perform the tasks assigned them. Supplier will provide Company with such information regarding proposed Supplier Personnel to be assigned to perform Services as Company may reasonably request, provided that Supplier shall not be required to provide any such information in violation of applicable Law. Company will have the right, in its reasonable discretion, to reject the assignment of any such Supplier Personnel, and upon such rejection Supplier will propose alternate personnel.

Use Permitted. Individuals performing services (physical or logical) or having unescorted access within the Company Space (defined below)Space, will meet the following individual eligibility requirements for access to U.S. Government Controlled Unclassified Classified Information or Technology1, and Non-Controlled Unclassified Government Contract-related Information (collectively, “Sensitive Government Data”): (a) Technology2: Supplier will only use individuals who are resident citizens of the United States, and have an active U.S. Government Public Trust background security clearance investigation of NAC-INACLC/SECRET, which has been adjudicated and approved can be verified through the respective U.S. Government Central Joint Personnel Adjudication Facility (“CAF”) Authority System (collectively, “U.S. ResourcesCleared Resource”). (b) Individuals, . Individuals who do not meet the definition of a U.S. Cleared Resource, and who are resident citizens of the United States, may have limited access to the Company Space provided that those individuals are escorted and under constant supervision by a U.S. Cleared Resource, and are effectively precluded from access to Sensitive Government DataClassified Information or Technology. Resident Aliens (“Permanent Resident”) and Non-Resident Aliens (“Visa Holder” or “Work Authorizations”) will not perform services (whether physical or logical) and will not have access (whether escorted or unescorted), except as expressly agreed in writing in advance by Company and approved by the Company Corporate Facility Security Officer. This requirement does not apply to Medical, Police, Fire or other emergency responders’, when responding in an official capacity within the Company Space. When requested, these officials will be afforded access to all areas of the Company Space through key or access control. Company will be notified immediately, when these situations occur. Notwithstanding the foregoing, Supplier Personnel who are not U.S. Cleared Resources may access the Company Space via the Company-provided fail-fail over switch in any event in which life, health or safety is threatened as determined by Supplier in its reasonable discretion (an “Emergency Event”); provided that Supplier will notify Company promptly within twenty-four hours of any Emergency Event and following any Emergency Event, Supplier will 1 Controlled Unclassified Information or Technology, the export of which is controlled by the International Traffic in Arms Regulations (“ITAR”) or the Export Administrative Regulations (“EAR”). The export of technical data, which is inherently military in nature, is controlled by the ITAR. The export of technical data, which has both military and commercial uses, is controlled by the EAR. Controlled Unclassified Information includes other forms information or technology that is (i) pertinent to the national interests of the United States or to the important interests of entities outside the Federal Government, and (ii) under law or policy requires protection from unauthorized disclosure, special handling safeguards, or prescribed limits on exchange or dissemination. 2 Any information or technology that has been determined pursuant to Executive Order 13526 (or any predecessor or successor thereof) to require protection against unauthorized disclosure and is so designated. The classifications TOP SECRET, SECRET, and CONFIDENTIAL are used to designate such information. make available to Company at the Service Location the Supplier Personnel who accessed the Company Space and will cause such Supplier Personnel to execute any non-disclosure agreement, in form and substance satisfactory to Supplier in its reasonable discretion, as may be required by Company. Unless otherwise agreed to in writing by Company, Supplier agrees to allow use only those personnel who are eligible to work in the United States to have access to Company Space. All Supplier Personnel performing Services that requires access to Company Space will be fully qualified to perform the tasks assigned them. Supplier will provide Company with such information regarding proposed Supplier Personnel to be assigned to perform Services as Company may reasonably request, provided that Supplier shall not be required to provide any such information in violation of applicable Law. Company will have the right, in its reasonable discretion, to reject the assignment of any such Supplier Personnel, and upon such rejection Supplier will propose alternate personnel.

Use Permitted. Individuals performing services (physical or logical) or having unescorted access within the Company Space (defined below), will meet the following individual eligibility requirements for access to U.S. Government Controlled Unclassified Information or Technology1, and Non-Controlled Unclassified Government Contract-related Information (collectively, “Sensitive Government Data”): (a) Supplier will only use individuals who are resident citizens of the United States, and have an active U.S. Government Public Trust background investigation of NAC-I, which has been adjudicated and approved through the respective U.S. Government Central Adjudication Facility (“CAF”) Authority (collectively, “U.S. Resources”).Resources”).‌ (b) Individuals, who do not meet the definition of a U.S. Resource, may have limited access to the Company Space provided that those individuals are escorted and under constant supervision by a U.S. Resource, and are effectively precluded from access to Sensitive Government Data. This requirement does not apply to Medical, Police, Fire or other emergency responders’, when responding in an official capacity within the Company Space. When requested, these officials will be afforded access to all areas of the Company Space through key or access control. Company will be notified immediately, when these situations occur. Notwithstanding the foregoing, Supplier Personnel who are not U.S. Resources may access the Company Space via the Company-provided fail-over switch in any event in which life, health or safety is threatened as determined by Supplier in its reasonable discretion (an “Emergency Event”); provided that Supplier will notify Company promptly of any Emergency Event and following any Emergency Event, Supplier will make available to Company at the Service Location the Supplier Personnel who accessed the Company Space and will cause such Supplier Personnel to execute any non-disclosure agreement, in form and substance satisfactory to Supplier in its reasonable discretion, as may be required by Company. Unless otherwise agreed to in writing by Company, Supplier agrees to allow only those personnel who are eligible to work in the United States to have access to Company Space. All Supplier Personnel performing Services that requires access to Company Space will be fully qualified to perform the tasks assigned them. Supplier will provide Company with such information regarding proposed Supplier Personnel to be assigned to perform Services as Company may reasonably request, provided that Supplier shall not be required to provide any such information in violation of applicable Law. Company will have the right, in its reasonable discretion, to reject the assignment of any such Supplier Personnel, and upon such rejection Supplier will propose alternate personnel.

Use Permitted. Individuals performing Subject to any other requirements and/or approvals set forth hereunder, Recipient acknowledges that Provider may, from time to time, perform the Transition Services using Provider personnel working outside the United States of America (at the locations that have been previously approved in writing by Recipient) who are either U.S. Citizens or U.S. Nationals, and Provider personnel working in the United States of America who are not American citizens (collectively, “U.S. Resources”); provided, however, that Provider will only use U.S. Resources to perform services that does not involve access to Classified Information or Technology1, Controlled Unclassified Information or Technology2, and non-Controlled Government Contract-related Information pertaining to U.S. Government contracts (physical collectively “U.S. Government Data”). If Provider’s Transition Services involve accessing, or logical) or having unescorted access within the Company Space (defined below)potential to access, will U.S. Government Data Provider shall use all reasonable efforts to use Provider personnel who meet the following individual eligibility requirements for access to U.S. Government Data (“Government Resources”) as defined herein. Provider will not use Provider Personnel who are non-Resident Aliens (“Visa Holder” or “Work Authorizations”) for any Transition Service involving access to U.S. Government Data. For Transition Services involving access to U.S. Government Controlled Unclassified Information or Technology1Technology, and Non-Controlled Unclassified Government Contract-related Information (collectively, “Sensitive Government Data”): (a) Supplier Provider will only use individuals Provider personnel who are resident citizens of the United States, and have an active U.S. Government Public Trust background investigation of NAC-I, which has been adjudicated and approved through the Recipient’s respective U.S. Government Central Adjudication Facility (“CAF”) Authority (collectively, “U.S. CUI Resources”). (b) Individuals, who do not meet the definition of a U.S. Resource, may have limited . For Transition Services involving access to the Company Space provided that those individuals are escorted and under constant supervision by a U.S. ResourceGovernment Classified Information or Technology, and are effectively precluded from access to Sensitive Government Data. This requirement does not apply to Medical, Police, Fire or other emergency responders’, when responding in an official capacity within the Company Space. When requested, these officials Provider will be afforded access to all areas of the Company Space through key or access control. Company will be notified immediately, when these situations occur. Notwithstanding the foregoing, Supplier Personnel who are not U.S. Resources may access the Company Space via the Company-provided fail-over switch in any event in which life, health or safety is threatened as determined by Supplier in its reasonable discretion (an “Emergency Event”); provided that Supplier will notify Company promptly of any Emergency Event and following any Emergency Event, Supplier will make available to Company at the Service Location the Supplier Personnel who accessed the Company Space and will cause such Supplier Personnel to execute any non-disclosure agreement, in form and substance satisfactory to Supplier in its reasonable discretion, as may be required by Company. Unless otherwise agreed to in writing by Company, Supplier agrees to allow only those use Provider personnel who are eligible to work in will be resident citizens of the United States to have access to Company Space. All Supplier Personnel performing Services that requires access to Company Space will be fully qualified to perform the tasks assigned them. Supplier will provide Company with such information regarding proposed Supplier Personnel to be assigned to perform Services as Company may reasonably request, provided that Supplier shall not be required to provide any such information in violation of applicable Law. Company will have the right, in its reasonable discretion, to reject the assignment of any such Supplier PersonnelStates, and upon have an active U.S. Government security clearance investigation of NACLC/SECRET or SSBI/TOP SECRET, where determined by Recipient FSO, which can be verified through the Joint Personnel Adjudication System (collectively, “Cleared Resources”). . If Provider cannot reasonably use Government Resources when accessing U.S. Government Data, Provider will obtain advance written approval to use non-Government Resources from Recipient’s FSO. The term “Personnel” when used in this Agreement in relation to Provider, shall refer to the employees, subcontractors and independent contractors of Provider, as well as the employees and independent contractors of Provider’s subcontractors. Except as 1 Any information or technology that has been determined pursuant to Executive Order 13526 (or any predecessor or successor thereof) to require protection against unauthorized disclosure and is so designated. The classifications TOP SECRET, SECRET, and CONFIDENTIAL are used to designate such rejection Supplier will propose alternate personnelinformation.

Use Permitted. Individuals performing Subject to any other requirements and/or approvals set forth hereunder, Recipient acknowledges that Provider may, from time to time, perform the Transition Services using Provider personnel working outside the United States of America (at the locations that have been previously approved in writing by Recipient) who are either U.S. Citizens or U.S. Nationals, and Provider personnel working in the United States of America who are not American citizens (collectively, “U.S. Resources”); provided, however, that Provider will only use U.S. Resources to perform services that does not involve access to Classified Information or Technology1, Controlled Unclassified Information or Technology2, and non-Controlled Government Contract-related Information pertaining to U.S. Government contracts (physical collectively “U.S. Government Data”). If Provider’s Transition Services involve accessing, or logical) or having unescorted access within the Company Space (defined below)potential to access, will U.S. Government Data Provider shall use all reasonable efforts to use Provider personnel who meet the following individual eligibility requirements for access to U.S. Government Data (“Government Resources”) as defined herein. Provider will not use Provider Personnel who are non-Resident Aliens (“Visa Holder” or “Work Authorizations”) for any Transition Service involving access to U.S. Government Data. For Transition Services involving access to U.S. Government Controlled Unclassified Information or Technology1Technology, and Non-Controlled Unclassified Government Contract-related Information (collectively, “Sensitive Government Data”): (a) Supplier Provider will only use individuals Provider personnel who are resident citizens of the United States, and have an active U.S. Government Public Trust background investigation of NAC-I, which has been adjudicated and approved through the Recipient’s respective U.S. Government Central Adjudication Facility (“CAF”) Authority (collectively, “U.S. CUI Resources”). (b) Individuals, who do not meet the definition of a U.S. Resource, may have limited . For Transition Services involving access to U.S. Government Classified Information or Technology, Provider will use Provider personnel who are will be resident citizens of the Company Space provided that those individuals are escorted and under constant supervision by a U.S. ResourceUnited States, and are effectively precluded from access to Sensitive have an active U.S. Government security clearance investigation of NACLC/SECRET or SSBI/TOP SECRET, where determined by Recipient FSO, which can be verified through the Joint Personnel Adjudication System (collectively, “Cleared Resources”). . If Provider cannot reasonably use Government Resources when accessing U.S. Government Data, Provider will obtain advance written approval to use non-Government Resources from Recipient’s FSO. This requirement does not apply The term “Personnel” when used in this Agreement in relation to MedicalProvider, Policeshall refer to the employees, Fire subcontractors and independent contractors of Provider, as well as the employees and independent contractors of Provider’s subcontractors. Except as 1 Any information or technology that has been determined pursuant to Executive Order 13526 (or any predecessor or successor thereof) to require protection against unauthorized disclosure and is so designated. The classifications TOP SECRET, SECRET, and CONFIDENTIAL are used to designate such information. 2 Controlled Unclassified Information or Technology, the export of which is controlled by the International Traffic in Arms Regulations (“ITAR”) or the Export Administrative Regulations (“EAR”). The export of technical data, which is inherently military in nature, is controlled by the ITAR. The export of technical data, which has both military and commercial uses, is controlled by the EAR. Controlled Unclassified Information includes other emergency responders’, when responding in an official capacity within forms information or technology that is (i) pertinent to the Company Space. When requested, these officials will be afforded access to all areas national interests of the Company Space through key United States or access controlto the important interests of entities outside the Federal Government, and (ii) under law or policy requires protection from unauthorized disclosure, special handling safeguards, or prescribed limits on exchange or dissemination. Company will be notified immediately, when these situations occur. Notwithstanding the foregoing, Supplier Personnel who are not U.S. Resources may access the Company Space via the Company-provided fail-over switch in any event in which life, health or safety is threatened as determined by Supplier in its reasonable discretion (an “Emergency Event”); provided that Supplier will notify Company promptly of any Emergency Event and following any Emergency Event, Supplier will make available to Company at the Service Location the Supplier Personnel who accessed the Company Space and will cause such Supplier Personnel to execute any non-disclosure agreement, in form and substance satisfactory to Supplier in its reasonable discretion, as may be required by Company. Unless otherwise expressly agreed to in writing by Companywriting, Supplier Provider agrees to allow present to Recipient only those personnel who are eligible to work in the United States (or in the case of personnel working in another country, only personnel who are eligible to have access work in the respective country (or political subdivision thereof) where they are working, pursuant to Company Spacerelevant statutes and regulations. All Supplier Personnel performing Services that requires access personnel assigned by Provider to Company Space will perform any of its obligations shall be fully qualified to perform the tasks assigned them. Supplier will Provider shall provide Company Recipient with such information regarding proposed Supplier Personnel Provider personnel to be assigned to perform Transition Services as Company Recipient may reasonably request, provided that Supplier . Recipient shall not be required to provide any such information in violation of applicable Law. Company will have the right, in its reasonable discretion, to reject the assignment of any such Supplier Personnelpersonnel, and upon such rejection Supplier will Provider shall propose alternate personnel.