Appendix 13. Direct Access Letter Agreement

• Pages: 401-404

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APPENDIX 13

DIRECT ACCESS LETTER AGREEMENT

[DATE]

FACSIMILE TRANSMITTAL [PHONE#]

[COUNSEL]

Re: [ACQUIRING CO.]'s Acquisition of [TARGET CO.]

Internet Access to [COMPANY]'s Web-based Resources

Dear [COUNSEL]:

In our discussions, your client, [COMPANY], has agreed to provide

direct access over the Internet to certain portions of its intranet and/or

databases (collectively, "Web-based Resources") in response to the

Second Request issued by the Department. For this direct access to be

sufficient to comply with the Second Request, the access shall be

provided under the following conditions:

1. The Web-based Resources shall be accessible over the Internet using

Microsoft Internet Explorer v. 6.0. If software other than Microsoft

Word 2000, Microsoft Excel 2000, Microsoft PowerPoint 2000,

Microsoft Access 2000, or Adobe Acrobat Reader 7.0 is necessary to

view any content of the Web-based Resources, [COMPANY] shall

work with the Department to make that content accessible.

2. The access shall allow printing to a local printer, printing to a file,

and saving information onto the local computer from these Web-

based Resources.

3. [COMPANY] will provide enough logon identities to allow

simultaneous access for [five] users from multiple, different

locations for each of the Web-based Resources. These logon