BROADRIDGE FINANCIAL SOLUTIONS, INC. 2.600% Senior Notes due 2031 Underwriting AgreementUnderwriting Agreement • May 7th, 2021 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
Joint Book-Running Managers: J.P. Morgan Securities LLC BofA Securities, Inc. Morgan Stanley & Co. LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc.
BROADRIDGE FINANCIAL SOLUTIONS, INC. (as Obligor) and (as Trustee) Indenture Dated as of May 29, 2007 DEBT SECURITIESIndenture • May 30th, 2007 • Broadridge Financial Solutions, Inc. • Finance services • New York
THIS INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the “Obligor”), having its principal office at 2 Journal Square Plaza, Jersey City, New Jersey, 07306, and U.S. Bank National Association, as trustee (the “Trustee”), is made and entered into as of this 29th day of May, 2007.
ARTICLE I DefinitionsTerm Credit Agreement • August 17th, 2023 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This note is one of the promissory notes issued pursuant to the Amended and Restated Term Credit Agreement dated as of August 17, 2023 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not defined herein have the meanings ascribed to them in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the mandatory and optional prepayment hereof and the acceleration of the maturity hereof.
BROADRIDGE FINANCIAL SOLUTIONS, INC. RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT FOR U.S. CORPORATE OFFICERS (Time Based)Restricted Stock Unit Grant Award Agreement • August 11th, 2020 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to [FULL NAME] (the “Participant”) pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), an Award of Restricted Stock Units (“Units”) of the Company, by action of the Compensation Committee of the Board of Directors of the Company, subject to the terms and conditions of this Restricted Stock Unit Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
BROADRIDGE FINANCIAL SOLUTIONS, INC. RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT FOR U.S. CORPORATE OFFICERS (Performance Based)Restricted Stock Unit Grant Award Agreement • November 5th, 2024 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to [PARTICIPANT NAME] (the “Participant”) pursuant to the Broadridge 2018 Omnibus Award Plan, (the “Plan”), an Award of Restricted Stock Units (“Units”) of the Company, by action of the Compensation Committee of the Board of Directors of the Company (the “Board”), subject to the terms and conditions of this Restricted Stock Unit Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
SEPARATION AND DISTRIBUTION AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and BROADRIDGE FINANCIAL SOLUTIONS, LLC Dated as of , 2007Separation and Distribution Agreement • February 9th, 2007 • Broadridge Financial Solutions, LLC • Finance services • New York
SEPARATION AND DISTRIBUTION AGREEMENT dated as of , 2007, between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and Broadridge Financial Solutions, LLC, a Delaware limited liability company whose sole member is ADP (each, a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and BROADRIDGE FINANCIAL SOLUTIONS, INC. Dated as of March 29, 2007Transition Services Agreement • April 2nd, 2007 • Broadridge Financial Solutions, Inc. • Finance services • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 29, 2007, between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and Broadridge Financial Solutions, Inc., a Delaware corporation (“Broadridge”). ADP and Broadridge shall be separately referred to herein as a “Party” and together as the “Parties.”
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Amendment, Assignment and Assumption Agreement • October 27th, 2010 • Broadridge Financial Solutions, Inc. • Finance services • New York
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of June, 2010, among SAI Holdings, Inc. (“SAI”), Penson Financial Services, Inc. (“Penson”), Broadridge Financial Solutions, Inc. (“Broadridge”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”) and Penson Worldwide, Inc. (“PWI”) and the other signatories hereto.
BROADRIDGE FINANCIAL SOLUTIONS, INC. RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT FOR U.S. CORPORATE OFFICERS (Time Based)Restricted Stock Unit Grant Award Agreement • November 5th, 2024 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to [PARTCIPANT NAME] (the “Participant”) pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), an Award of Restricted Stock Units (“Units”) of the Company, by action of the Compensation Committee of the Board of Directors of the Company (the “Board”), subject to the terms and conditions of this Restricted Stock Unit Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
BROADRIDGE FINANCIAL SOLUTIONS, INC. STOCK OPTION GRANT AWARD AGREEMENT FOR U.S. CORPORATE OFFICERSStock Option Grant Award Agreement • November 5th, 2024 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to [PARTICIPANT NAME] (the “Participant”), pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), the right and option to purchase [NUMBER OF SHARES] shares of the Common Stock of the Company, by action of the Compensation Committee of the Board of Directors of the Company, subject to the terms and conditions of this Stock Option Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 6, 2017, among BROADRIDGE FINANCIAL SOLUTIONS, INC., The LENDERS Party Hereto,Credit Agreement • February 7th, 2017 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 6, 2017, among BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.Master Services Agreement • June 10th, 2010 • Broadridge Financial Solutions, Inc. • Finance services • New York
This Master Services Agreement (this “Master Services Agreement”), dated as of November 2, 2009 (the “Effective Date”), is made and entered into by and between Penson Worldwide, Inc. (“Penson”) and Broadridge Financial Solutions, Inc. (“Broadridge”).
INTELLECTUAL PROPERTY TRANSFER AGREEMENTIntellectual Property Transfer Agreement • April 2nd, 2007 • Broadridge Financial Solutions, Inc. • Finance services • New York
This Intellectual Property Transfer Agreement (the “Agreement”), dated as of March 29, 2007 is between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and Broadridge Financial Solutions, Inc., a Delaware corporation (each, a “Party” and collectively, the “Parties”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 14th, 2012 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, supplemented or otherwise modified as provided herein, the “RSA”), dated as of March 13, 2012, is by and between Penson Worldwide Inc. (the “Company”), a corporation duly organized and existing under the laws of the State of Delaware, Penson Financial Services, Inc. (“PFSI”), and each of their respective subsidiaries and any successors thereto (collectively with the Company and PFSI, the “Company Parties”) and the holders set forth on the signature pages hereto of the (i) 12.5% senior second lien secured notes due 2017 (the “Senior Secured Notes”) issued under the Indenture, dated as of May 6, 2010 (as amended, supplemented, or modified from time to time, the “Secured Notes Indenture”), by and between the Company, as issuer, certain guarantors thereunder, and U.S. Bank National Association, as Indenture Trustee, in the aggregate principal amount of $200,000,000.00; (ii) 8.00% senior convertible notes due 2014 (the “Convertible No
PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of June 14, 2016, is entered into by and among DST Systems, Inc., a Delaware corporation ("U.S. Seller"), DST Canada Holdings, Inc., a Canadian corporation ("Canadian Seller" and,...Purchase Agreement • June 14th, 2016 • Broadridge Financial Solutions, Inc. • Services-business services, nec • Delaware
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Information Technology Services Agreement • May 10th, 2010 • Broadridge Financial Solutions, Inc. • Finance services • New York
This Information Technology Services Agreement (the “Agreement”) is made and entered into as of March 31, 2010 (the “Effective Date”) by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, with offices at New Orchard Road, Armonk, New York 10504 (“Supplier Party”) and BROADRIDGE FINANCIAL SOLUTIONS, INC., with offices at 2 Journal Square Plaza, Jersey City, New Jersey 07306 (“Customer Party”).
TAX ALLOCATION AGREEMENT By and between AUTOMATIC DATA PROCESSING, INC. and BROADRIDGE FINANCIAL SOLUTIONS, INC. Dated as of March 29, 2007Tax Allocation Agreement • April 2nd, 2007 • Broadridge Financial Solutions, Inc. • Finance services • New York
TAX ALLOCATION AGREEMENT dated as of March 29, 2007 (this “Agreement”) between Automatic Data Processing, Inc., a Delaware corporation (“ADP”) and Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP (“Broadridge” and, together with ADP, each, a “Party” and collectively, the “Parties”).
BROADRIDGE FINANCIAL SOLUTIONS, INC. STOCK OPTION GRANT AWARD AGREEMENT FOR U.S. CORPORATE OFFICERSStock Option Grant Award Agreement • August 11th, 2020 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to you (the “Participant”), pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), the right and option to purchase [NUMBER OF SHARES] shares of the Common Stock of the Company, by action of the Compensation Committee of the Board of Directors of the Company, subject to the terms and conditions of this Stock Option Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. STOCK...Stock Purchase Agreement • May 19th, 2011 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
Stock Purchase Agreement (“Agreement”), dated as of November 23, 2010 by and among the parties set forth on Schedule A annexed hereto and any additional party added to Schedule A prior to Closing (“Sellers”), Broadridge Investor Communication Solutions, Inc., a Delaware corporation (“Purchaser”) and, solely for purposes of Sections 4.10, 4.11, 4.12 and 11.11, Broadridge Financial Solutions, Inc., a Delaware corporation (“Guarantor”). Certain capitalized terms have the meanings given to such terms in Article I.
COLLATERAL PLEDGE AGREEMENTCollateral Pledge Agreement • August 6th, 2009 • Broadridge Financial Solutions, Inc. • Finance services • New York
THIS COLLATERAL PLEDGE AGREEMENT (this “Agreement”), executed and delivered as of August 5, 2009, by RIDGE CLEARING & OUTSOURCING SOLUTIONS, INC., a New York corporation (“Debtor”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Secured Party”), pursuant to the terms of the Loan Agreement (Committed Customer Facility A) dated as of August 5, 2009, by and among Debtor, as Borrower, Broadridge Financial Solutions, Inc., as Guarantor, and Secured Party, as Lender, as the same may from time to time be amended, modified, extended, renewed or restated (the “Loan Agreement”; all capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Loan Agreement); and has reference to the following facts and circumstances:
EMPLOYEE MATTERS AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and BROADRIDGE FINANCIAL SOLUTIONS, INC. Dated as of March 29, 2007Employee Matters Agreement • April 2nd, 2007 • Broadridge Financial Solutions, Inc. • Finance services • New York
EMPLOYEE MATTERS AGREEMENT dated as of March 29, 2007 (this “Agreement”) between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP (“Broadridge” and, together with ADP, each, a “Party” and collectively, the “Parties”).
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • August 9th, 2012 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This Termination and Mutual Release Agreement (this “Agreement”) is made and entered into as of the 5th day of June, 2012 (the “Effective Date”), by and among Broadridge Financial Solutions, Inc. (“Broadridge Financial”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”), Broadridge Financial Solutions (Canada) Inc., (“Broadridge Canada” and, together with Broadridge Financial and Ridge, collectively “Broadridge”), Penson Worldwide, Inc. (“PWI”), Penson Financial Services, Inc. (“PFSI”) and Penson Financial Services Canada Inc. (“PFSC” and, together with PWI and PFSI, collectively “Penson”) (Broadridge, PWI, PFSC and PFSI is referred to each as a “Party” and collectively, as the “Parties”).
BROADRIDGE FINANCIAL SOLUTIONS, INC. STOCK OPTION GRANT AWARD AGREEMENT FOR U.S. NON-EMPLOYEE DIRECTORSStock Option Grant Award Agreement • August 12th, 2021 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to you (the “Participant”), pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), the right and option to purchase [NUMBER OF SHARES] shares of the Common Stock of the Company, by action of the Compensation Committee of the Board of Directors of the Company, subject to the terms and conditions of this Stock Option Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
AMENDMENT NUMBER ONE TO ENHANCEMENT LETTEREnhancement Agreement • October 27th, 2010 • Broadridge Financial Solutions, Inc. • Finance services
AMENDMENT (“Amendment”) made effective on December 31, 2008 to the change in control enhancement agreement dated as of March 29, 2007 (the “Enhancement Agreement”), among Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”), and John Hogan (the “Executive”).
BROADRIDGE FINANCIAL SOLUTIONS, INC. (as Obligor) and Form of [ ] Supplemental Indenture Dated as of [ ], 20[ ] [ ]% Senior Notes due 20[ ]Supplemental Indenture • August 7th, 2019 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
THIS [ ] SUPPLEMENTAL INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the “Obligor”), having its principal office at 5 Dakota Drive, Lake Success, New York, 11042, and U.S. Bank National Association, as trustee (the “Trustee”), is made and entered into as of this [ ] day of [ ], 20[ ].
BROADRIDGE FINANCIAL SOLUTIONS, INC. DEFERRED STOCK UNIT AWARD AGREEMENT FOR U.S. NON-EMPLOYEE DIRECTORSDeferred Stock Unit Award Agreement • August 12th, 2021 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Broadridge” or the “Company”) granted to [NAME] (the “Participant”), pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), Deferred Stock Units (“Units”) of the Company, by action of the Compensation Committee of the Board of Directors of the Company, subject to the terms and conditions of this Deferred Stock Unit Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
BROADRIDGE FINANCIAL SOLUTIONS, INC. (as Obligor) and (as Trustee) Third Supplemental Indenture Dated as of June 27, 2016Third Supplemental Indenture • June 27th, 2016 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Services Agreement • July 11th, 2013 • Broadridge Financial Solutions, Inc. • Services-business services, nec
Broadridge Financial Solutions, Inc. (“Broadridge”) and Penson Worldwide, Inc. (“Penson”) entered into a Master Services Agreement dated as of November 2, 2009, as amended or modified from time to time (collectively, and a full and complete copy of which is attached hereto, the “Penson MSA”). Pursuant to the Penson MSA, Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”, now known as Apex) and Penson Financial Services, Inc. (“PFSI”) entered into that certain Schedule A (United States) Service Bureau and Operations Support Services Schedule to the Penson MSA, dated as of November 2, 2009, as amended or modified from time to time (collectively, and a full and complete copy of which is attached hereto, the “U.S. MSA Schedule”, and collectively together with the Penson MSA, the “MSA Documents”). In connection with a series of transactions, including those described on the Term Sheet attached as Attachment 1 hereto (the “Term Sheet”), the securities clearing contracts of PFSI which were
BROADRIDGE FINANCIAL SOLUTIONS, INC. (as Obligor) and (as Trustee) Form of [ ] Supplemental Indenture Dated as of [ ], 20[ ] [ ]% Senior Notes due 20[ ]Supplemental Indenture • August 8th, 2013 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
THIS [ ] SUPPLEMENTAL INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the “Obligor”), having its principal office at 1981 Marcus Avenue, Lake Success, New York, 11042, and U.S. Bank National Association, as trustee (the “Trustee”), is made and entered into as of this [ ] day of [ ], 20[ ].
SPECIAL OFFICER SEPARATION AGREEMENTSeparation Agreement • February 6th, 2014 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This Special Officer Separation Agreement (the “Agreement”) dated as of February 5, 2014 is entered into by and between Dan Sheldon (the “Executive”) and Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”).
ContractCredit Agreement • February 1st, 2022 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
FIRST AMENDMENT dated as of December 23, 2021 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof, the “Credit Agreement”), among BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Company”), BROADRIDGE FINANCIAL SOLUTIONS (CANADA) CORP., a Nova Scotia unlimited company, BROADRIDGE SWEDEN HOLDINGS AB (u.n.c.f. GOLDCUP 100696 AB), a private limited liability company incorporated under the laws of Sweden, the other BORROWING SUBSIDIARIES party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Fourth Supplemental Indenture Dated as of December 9, 2019Fourth Supplemental Indenture • December 9th, 2019 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, between Broadridge Financial Solutions, Inc., a Delaware corporation (the “Obligor”), having its principal office at 5 Dakota Drive, Lake Success, New York 11042, and U.S. Bank National Association, as trustee (the “Trustee”), is made and entered into as of this 9th day of December, 2019.
NOTE: CERTAIN IDENTIFIED INFORMATION IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A...Novation Agreement • November 3rd, 2021 • Broadridge Financial Solutions, Inc. • Services-business services, nec
This Novation Agreement (this “Novation Agreement”), dated August 19, 2021, is entered into by and among IBM United Kingdom Limited (“Transferor”), Kyndryl UK Limited (“Kyndryl” or “Transferee”), and Broadridge Financial Solutions Limited (“Customer”). Transferor, Transferee and Customer are collectively referred to herein as the "Parties" and individually as a “Party”. Any capitalized terms used but not defined herein shall have the meanings given to such terms in: (A) prior to the Transfer Date, the Old Service Agreement, and (B) on or after the Transfer Date, the New Agreement, in each case, as hereinafter defined.
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Information Technology Services Agreement • August 12th, 2011 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This Amendment No. 5 to the Information Technology Services Agreement (this “Amendment”), dated as of July 11, 2011 (the “Amendment Effective Date”) is to the Information Technology Services Agreement, between INTERNATIONAL BUSINESS MACHINES CORPORATION (“Supplier Party”) and BROADRIDGE FINANCIAL SOLUTIONS, INC. (“Customer Party”), dated as of March 31, 2010, as amended (the “Agreement”). Supplier Party and Customer Party shall be jointly referred to herein as “Contracting Parties.” Unless otherwise indicated herein, capitalized terms used in this Amendment have the meanings set forth in the Agreement.
NOTE: CERTAIN IDENTIFIED INFORMATION IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A...Information Technology Services Agreement • January 31st, 2020 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This Amended and Restated Information Technology Services Agreement (the "Agreement") is made and entered into as of December 31, 2019 (the "Restated Date") by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, with offices at New Orchard Road, Armonk, New York 10504 ("Supplier Party"), and BROADRIDGE FINANCIAL SOLUTIONS, INC., with offices at 2 Gateway Center, 14th Floor, Newark, New Jersey 07102 ("Customer Party").
