MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(c) Buyer acknowledges that it will acquire no right, title or interest (including any
license rights or rights of use) in any firmware, software or hardware of Seller, or the licenses or
leases in any firmware, software or hardware which are held by Seller, by reason of Seller’s
provision of or in connection with the Services.
8.07 Seller Systems.
(a) As of the Closing, except as otherwise expressly provided in this Agreement, (i)
Buyer shall cause the Local Distribution Businesses to cease to use and shall have no further
access to, and Seller shall have no obligation to otherwise provide or make available, any
business or other services, including any Seller Party intranet or any other owned, licensed,
leased or used computer software, networks, hardware or technology of a Seller Party, provided
or made available to the Local Distribution Businesses by any Seller Party prior to the Closing
and (ii) Buyer and the Local Distribution Businesses shall have no access to, and Seller shall
have no obligation to otherwise provide, any Seller Party’s computer-based resources (including
third party services, e-mail and access to its computer networks, databases and equipment),
whether or not such resources require a password or are available on a secured access basis or on
a non-secured access basis.
(b) To the extent that the performance or receipt of Services hereunder requires Buyer
to have access to any Seller Party’s intranet or other computer software, networks, hardware,
technology or computer-based resources (including third party services, e-mail and access to
computer networks, database and equipment) owned, licensed, leased or used by such Seller
Party (“Required Technology”), Buyer shall: (i) limit such access to those Buyer personnel who
are authorized to use the Services; (ii) upon Seller’s request, provide to Seller a written list of the
names of all of the Buyer personnel who have been granted such access; and (iii) adhere to
Seller’s (or its Affiliates’ or any applicable subcontractors’) security rules and procedures for use
of the Required Technology and other computer or electronic data storage systems. All user
identification numbers and passwords disclosed to Buyer to permit Buyer personnel to access the
Required Technology shall be deemed to be, and shall be treated as, Seller’s Confidential
Information. Buyer shall cooperate with Seller in the investigation of any apparent unauthorized
access by Buyer personnel to the Required Technology. If any Buyer personnel’s access to the
Required Technology and other computer or electronic data storage systems could technically
enable such personnel to obtain access to systems or data that they are not authorized to access,
Seller may require such personnel to execute agreements or otherwise confirm their agreement to
comply with the limits of their authorization as a condition of their right to obtain such access.
(c) While Services are being provided hereunder, each Party shall take commercially
reasonable measures to ensure that, in connection with the provision of any Services, no virus or
similar items are coded or introduced into either Buyer’s or any Seller Party’s computer
networks or databases. If, in connection with the provision of any Services, a virus is found to
have been introduced into such computer networks or databases, the Parties shall cooperate and
diligently work together with Seller to eliminate the effects of such virus. Each Party shall
exercise commercially reasonable care to prevent unauthorized users from accessing the Services
or the computer and technology systems or networks of any of the Parties.
C2-5
Exhibit C-2
Form of Initial Closing TSA - Seller