Direct Access Letter Agreement
FACSIMILE TRANSMITTAL [PHONE#]
|| [ACQUIRING CO.]'s Acquisition of [TARGET
Internet Access to [COMPANY]'s Web-based Resources
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:
- 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.
- The access shall allow printing to a local printer, printing to
a file, and saving information onto the local computer from these
- [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 identities may differ by the Web-based Resource that is
being accessed or may be the same, but shall allow simultaneous access
for [five] users for each Web-based Resource. Any
of the logon identities may be used by any of the Department staff
and its consultants.
- Access will be provided on the same basis that access is provided
to [COMPANY]'s employees (e.g., the Web-based Resource
shall be available to the Department during the same periods that
it is available to [COMPANY] employees). Any new
material provided to [COMPANY] employees on these
Web-based Resources shall also be accessible by the Department.
- Material shall not be removed from any of these Web-based Resources
during the period in which the Department has access other than for
routine updates. If any significant part of a Web-based Resource is
scheduled to be made inaccessible, shutdown, or altered, [COMPANY]
shall notify the Department at least 2 business days in advance and
make sure the Department has continued access. If any significant
part of a Web-based Resources goes down or becomes unaccessible due
to an unplanned event, [COMPANY] shall notify the
Department within  hours via [e-mail]
along with a projection on when the resource will again be accessible.
- No one shall track or collect information on the pages viewed or
the queries run by the Department. Any logging of access or page visits
currently performed by the Web-based Resources' systems or web sites
of all users does not violate this prohibition. However, no
reports shall be run that collect information on the activity of the
logon identities provided to the Department, and no information on
that activity shall be provided to [COMPANY]'s in-house
or outside counsel, employees, agents, consultants, or third parties.
This prohibition shall be shown to and explained to all persons that
may have access to any logon-identity activity information for these
Web-based Resources as part of their regular duties, and [COMPANY]
must certify that this has occurred and that these conditions have
not been violated before [COMPANY] can certify compliance
with Second Request.
- Access shall be provided at [COMPANY]'s expense
without interruption until 30 days after the end of any litigation
involving the Department (including any period for appeal) related
to [ACQUIRING CO.]'s acquisition of [TARGET
CO.] or after the Department has notified [COMPANY]
that its investigation of the merger has been closed.
- [COMPANY] shall make personnel available during
regular business hours (9 a.m. - 5 p.m. eastern time) to answer
questions and provide support related to accessing the Web-based Resources
(e.g., how to enter a query or generate a report).
- Any violation of the above conditions shall be considered sufficient
to make any certification of compliance with the Second Request deficient
or null and void.
The Department understands that [COMPANY] is providing
direct access to these Web-based Resources in response to the Second
Request. The Department shall treat all material accessed through these
Web-based Resources as it does any other material provided in response
to the Second Request available for the same uses and having
the same protections, including those provided by statute (see,
e.g., 15 U.S.C. § 18a(h)).
Prior to certifying compliance with the Second Request,
- a representative of [COMPANY] must sign and
return this letter signifying [COMPANY]'s agreement
to these conditions;
- [COMPANY] must certify compliance with item 6;
- all [COMPANY]'s Web-based Resources must be accessible
by the Department in a manner meeting the conditions in this letter
with procedures in place to comply with the conditions.
If you have any questions, contact me at [PHONE#].
|| [YOUR NAME]