EXHIBIT 10.8
CORPORATE SERVICES AGREEMENT
CORPORATE SERVICES AGREEMENT (this "AGREEMENT"), dated as of
_______, 2000, between IMS Health Incorporated, a Delaware corporation ("IMS"),
and Synavant Inc., a Delaware corporation ("ST").
WHEREAS, ST is a subsidiary of IMS;
WHEREAS, the Board of Directors of IMS has determined that it is
appropriate, desirable and in the best interests of IMS and its businesses, as
well as of the shareholders of IMS to spin-off ST into an independent publicly
traded company (the "DISTRIBUTION");
WHEREAS, IMS has provided ST with various corporate services, as
more fully delineated below; and
WHEREAS, following completion of the Distribution, IMS will continue
to provide many of the services to ST historically provided by it, and ST is
willing to accept and pay for such services, as provided herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained in this Agreement, IMS and ST hereby agree as follows:
SECTION 1. CORPORATE SERVICES TO BE MADE AVAILABLE. During the Term
(as hereinafter defined), IMS agrees to make available to ST, as required from
time to time by ST, the services described below (collectively, the "CORPORATE
SERVICES") on the terms provided herein:
(a) tax advice and services, including the preparation of federal,
state and local Corporate tax returns, to be provided by IMS's internal
tax staff;
(b) financial advice and services, including assistance with
respect to the raising of additional capital, cash management, treasury
management and general treasury support to be provided by IMS's treasury
staff;
(c) for a period of thirty (30) days from the date of this
Agreement during the initial term only, support for the corporate
secretary function, including assistance with maintaining the database of
subsidiaries (subject to ST obtaining the necessary software licenses),
maintenance of corporate records and formation of new corporate entities;
(d) for a period of thirty (30) days from the date of this
Agreement during the initial term only, personnel administration advice
and services, including the administration of employee insurance plans,
savings plans and other employee benefit plans, to be provided by IMS's
human resources staff; and
(e) purchasing management services, including ongoing contract
management with outside vendors in the United States and Europe and
participation in negotiation, or renegotiation as the case may be, of
third party agreements.
(f) In providing the Corporate Services to ST, IMS's officers and
employees shall conduct themselves in accordance with any written policies
and procedures of ST that are provided to IMS.
SECTION 2. FEES FOR SERVICES AND OTHER BENEFITS.
(a) For the Corporate Services to be provided by IMS to ST
hereunder, ST shall pay the following fees to IMS:
(i) for the tax advice and services referred to in Section
1(a) above and the financial advisory and general
treasury support services referred to in Section 1(b)
above, the fees set forth on Schedule 1 hereto;
(ii) for the corporate secretary function referred to in
Section 1(c) above and the personal administration
advice and services referred to in Section 1(d) above,
the fees set forth on Schedule 2 hereto.
(iii) for the purchasing services referred to in Section 1(e)
above, the fee to be set forth on Schedule 3 hereto.
Other than as set forth above, no fee shall be payable to IMS
by ST for the Corporate Services provided hereunder; PROVIDED, HOWEVER,
that any third-party costs incurred by IMS on behalf of ST in connection
with the performance by IMS of the Corporate Services hereunder shall be
borne by ST. In addition, ST shall be responsible for the software
licensing fees and maintenance costs of software not provided by IMS but
used in connection with the performance by IMS of the Corporate Services
hereunder, as set forth on Schedule 4 hereto. All such costs shall be
reimbursed to IMS as provided in Section 2(c) hereunder.
(b) ST agrees to pay to IMS on the first business day of
each fiscal quarter that portion of the fees, determined as set forth in
Section 2(a), attributable to such quarter.
(c) ST also agrees to reimburse IMS, within 15 Business Days
(as hereinafter defined) of presentation of invoices therefor, for all
out-of-pocket expenses incurred by IMS in providing Corporate Services. As
used herein, "BUSINESS DAY" shall mean any day that is not a Saturday,
Sunday or day on which banking institutions in New York, New York are not
required to be open.
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SECTION 3. TERM OF AGREEMENT. This Agreement shall become effective
on the distribution date of the Distribution (the "Effective Date") and shall
remain in effect (the "Term") through the first anniversary of the Effective
Date, and shall continue in effect thereafter unless terminated by either party
upon not less than six (6) months' written notice prior to the end of the
initial term or at any time thereafter; PROVIDED, HOWEVER, that in no event
shall the Term extend beyond the second anniversary of the Effective Date.
SECTION 4. MISCELLANEOUS.
(a) NONASSIGNABILITY OF AGREEMENT. Except (i) by operation of law,
(ii) in connection with the sale of all or substantially all the assets of
a party hereto or (iii) in connection with the Distribution, this
Agreement shall not be assignable, in whole or in part, directly or
indirectly by either party hereto without the prior written consent of the
other, and any attempt to assign any rights or obligations arising under
this Agreement without such consent shall be void; PROVIDED, HOWEVER, that
the provisions of this Agreement shall be binding upon, inure to the
benefit of and be enforceable by IMS and ST and their respective
successors and permitted assigns.
(b) FURTHER ASSURANCES. Subject to the provisions hereof, each of
the parties hereto shall make, execute, acknowledge and deliver such other
actions and documents as may be reasonably required in order to effectuate
the purposes of this Agreement, and to comply with all applicable laws,
regulations, orders and decrees, and obtain all required consents and
approvals and make all required filings with any governmental agency,
other regulatory or administrative agency, commission or similar
authority, as may be necessary or desirable in connection herewith.
(c) WAIVERS. No failure or delay on the part of IMS or ST in
exercising any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, or any abandonment
or discontinuance of steps to enforce such right, preclude any other or
further exercise thereof or the exercise of any other right. No
modification or waiver of any provision of this Agreement nor consent to
any departure by IMS or ST therefrom shall in any event be effective
unless the same shall be in writing, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which
given.
(d) ENTIRE AGREEMENT; RULES OF CONSTRUCTION. This Agreement contains
the entire understanding of the parties with respect to the transactions
contemplated hereby. References in this Agreement to any gender
include references to all genders, and references to the singular
include references to the plural and vice versa. The words "include",
"includes" and "including" when used in this Agreement shall be deemed
to be followed by the phrase "without limitation". Unless the context
otherwise requires, the words "hereof", "hereby"
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and "herein" and words of similar meaning when used in this Agreement
refer to this Agreement in its entirety and not to any particular Article,
Section or provision of this Agreement.
(e) AMENDMENTS. This Agreement may be amended or supplemented only
in a writing executed by the parties.
(f) NOTICES. All notices, requests and other communications
hereunder shall be in writing and shall be given (i) by mail (postage
prepaid, registered or certified mail, return receipt requested), (ii) by
hand delivery, (iii) by nationally recognized courier service or (iv) by
telecopier, receipt confirmed, addressed as follows (or to such other
address as shall be specified by a party by notice pursuant hereto):
(i) if to IMS, to:
IMS Health Incorporated
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier: (203) 222-[_____];
with a copy to:
IMS Health Incorporated
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Telecopier: (000) 000-0000; and
(ii) if to ST, to:
Synavant Inc.
0000 Xxxxxxxxx Xx., XX, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Executive Officer
Telecopier: (404) 841-[______];
with copy to:
Synavant Inc.
0000 Xxxxxxxxx Xx., XX, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier: (404) 841-[______].
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Each such notice, request or communication shall be effective (i) if mailed,
three Business Days after mailing, (ii) if delivered by hand or by nationally
recognized courier service, when delivered and (iii) if given by telecopier,
when such telecopy is transmitted and the appropriate confirmation is
received.
(g) DISPUTE RESOLUTION.
(i) NEGOTIATION. In the event of a controversy, dispute or
claim arising out of, in connection with, or in relation
to the interpretation, performance, nonperformance,
validity or breach of this Agreement or otherwise arising
out of, or in any way related to this Agreement or the
transactions contemplated hereby, including, without
limitation, any claim based on contract, tort, statute or
constitution (but excluding any controversy, dispute or
claim arising out of any agreement relating to the use or
lease of real property if any third party is a party to
such controversy, dispute or claim) (collectively,
"Agreement Disputes"), the Agreement Dispute shall be
negotiated in good faith for a reasonable period of time
by the local managers concerned (or the equivalent
thereof) of the parties, provided that such reasonable
period of time shall not exceed 15 days from the time the
parties began such negotiations. Should there be no
resolution of an Agreement Dispute within a reasonable
period of time by such local managers (or the equivalent
thereof) of the parties, the Agreement Dispute shall be
negotiated in good faith for a reasonable period of time
by the general counsels of the parties, provided that such
reasonable period of time shall not, unless otherwise
agreed by the parties in writing, exceed 15 days from the
time the general counsels began such negotiations. Should
there be no resolution of an Agreement Dispute within a
reasonable period of time by the general counsels of the
parties, the Agreement Dispute shall be negotiated in good
faith for a reasonable period of time by the chief
executive officers of the parties, or their respective
designees, provided that such reasonable period of time
shall not, unless otherwise agreed by the parties in
writing, exceed 30 days from the time the chief executive
officers of the parties, or their respective designees,
began such negotiations; provided further that in the
event of any arbitration in accordance with Section
4(g)(ii) hereof, the parties shall not assert the defenses
of statute of limitations and laches arising for the
period beginning after the date the parties began
negotiations hereunder, and any contractual time period or
deadline under this Agreement or any Ancillary Agreement
to which such Agreement Dispute relates shall not be
deemed to have passed until such Agreement Dispute has
been resolved.
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(ii) ARBITRATION. If after such reasonable period such
representatives are unable to settle such Agreement
Dispute (and in any event, unless otherwise agreed in
writing by the parties, after 60 days have elapsed from
the time the parties began such negotiations), such
Agreement Dispute shall be determined, at the request of
either party, by arbitration conducted in New York City,
before and in accordance with the then-existing
International Arbitration Rules of the American
Arbitration Association (the "RULES"). In any
dispute between the parties hereto, the number of
arbitrators shall be one. Any judgment or award rendered
by the arbitrator shall be final, binding and
nonappealable (except upon grounds specified in 9
U.S.C.ss.10(a) as in effect on the date hereof). If the
parties are unable to agree on an arbitrator, the
arbitrator shall be selected in accordance with the Rules.
Any controversy concerning whether an Agreement Dispute is
an arbitrable Agreement Dispute, whether arbitration has
been waived, whether an assignee of this Agreement is
bound to arbitrate or as to the interpretation of
enforceability of this Section 4(g)(ii) shall be
determined by the arbitrator. In resolving any dispute,
the parties intend that the arbitrator apply the
substantive laws of the State of New York, without regard
to the choice of law principles thereof. The parties
intend that the provisions to arbitrate set forth herein
be valid, enforceable and irrevocable. The undersigned
agree to comply with any award made in any such
arbitration proceedings that has become final in
accordance with the Rules and agree to enforcement of or
entry of judgment upon such award, by any court of
competent jurisdiction, including the Supreme Court of the
State of New York, New York County, or the United States
District Court for the Southern District of New York. The
arbitrator shall be entitled, if appropriate, to award any
remedy in such proceedings, including, without limitation,
monetary damages, specific performance and all other
forms of legal and equitable relief; PROVIDED, HOWEVER,
that the arbitrator shall not be entitled to award
punitive damages. Without limiting the provisions of the
Rules, unless otherwise agreed in writing by or among the
relevant parties or permitted by this Agreement, the
parties shall keep confidential all matters relating to
the arbitration or the award, PROVIDED such matters may
be disclosed (A) to the extent reasonably necessary in
any proceeding brought to enforce the award or for entry
of a judgment upon the award and (B) to the extent
otherwise required by law. Notwithstanding Article
32 of the Rules, the party other than the prevailing party
in the arbitration shall be responsible for all of the
costs of the arbitration, including legal fees and other
costs specified by such Article 32. Nothing contained
herein is intended to or shall be construed to
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prevent any party, in accordance with Article 22(3) of the
Rules or otherwise, from applying to any court of
competent jurisdiction for interim measures or other
provisional relief in connection with the subject matter
of any Agreement Disputes.
(h) CONTINUITY OF SERVICE AND PERFORMANCE. Unless otherwise agreed
in writing, the parties will continue to provide service and honor all
other commitments under this Agreement during the course of dispute
resolution pursuant to the provisions of this Agreement with respect to
all matters not subject to such dispute, controversy or claim.
(i) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
the choice of law principles thereof.
(j) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
shall, taken together, be considered one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
IMS HEALTH INCORPORATED
By:_______________________________
Name:
Title:
SYNAVANT INC.
By:_______________________________
Name:
Title:
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