MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

8.04 Relationship of Parties.
(a) Seller shall act under this Agreement solely as an independent contractor and not
as an agent, partner, employee or joint venturer of Buyer. Employees and agents of a Seller or
Seller Party rendering Services to Buyer pursuant to this Agreement (collectively, the
“Transition Employees”) shall not be deemed employees or agents of Buyer.
(b) As between the Parties, Seller shall retain the exclusive right of control with
respect to the Transition Employees, and Seller shall be solely responsible for human resources
administration (“HR Administration”) in connection with each such Transition Employee so long
as such Transition Employee is an employee of a Seller Party.
(c) Buyer shall be solely responsible for HR Administration in connection with all of
Buyer’s employees. No Seller or Seller Party or Transition Employee shall be responsible for
any HR Administration in connection with any of Buyer’s employees, agents or subcontractors.
8.05 Mutual Cooperation. The Parties shall reasonably cooperate with each other in
connection with the performance and receipt of the Services under this Agreement and any
required transition at the end of the term of this Agreement, including by developing reasonable
procedures with respect to information sharing, transfer of data and similar matters. Buyer shall
make available on a timely basis to Seller all information and materials reasonably requested by
Seller to enable it to provide the Services. Buyer shall give Seller reasonable access, during
regular business hours and at such other times as are reasonably required, to the premises on
which Buyer conducts business to the extent necessary for the purposes of providing Services.
8.06 Resources.
(a) Buyer shall be responsible for providing all resources reasonably necessary or
appropriate for Seller to provide the General Services, including: (i) all computer equipment and
software; (ii) all telephones, facsimile and copy machines; (iii) training (including safety
training) in connection with Buyer’s processes and production; and (iv) all office space,
furniture, supplies and equipment (collectively, the “Buyer-Provided Resources”). Seller
(including by or through any Seller Party or Transition Employee) shall be under no obligation to
use any equipment, software, documentation, tools, electronic communications, computer
systems, materials, information or other items of Seller in performing the General Services, nor
shall there be any obligation to disclose any equipment, software, documentation, tools,
electronic communications, computer systems, materials, information or other items so used to
Buyer.
(b) The equipment, software, documentation, tools, electronic communications,
computer systems, materials, information and other items provided by Seller or its affiliates used
in the Information Systems Services (whether used by Buyer, Seller or their respective affiliates
or agents) are collectively the “Seller-Provided Resources”. Seller shall have no obligation to
provide Seller-Provided Resources where obligations regarding third party content in Seller-
Provided Resources or otherwise prevent or limit access or use by Buyer or others. Buyer-
Provided Resources and Seller-Provided Resources shall together constitute the “Resources”.
C2-4
Exhibit C-2
Form of Initial Closing TSA - Seller