CORPORATE SERVICES AGREEMENT
Exhibit 10.3
THIS AGREEMENT for the performance of corporate services is dated as of November 30, 2004, between Xxxxxxxx-Xxxxx Corporation, a Delaware corporation (“Xxxxxxxx-Xxxxx”), and Neenah Paper, Inc., a Delaware corporation (“Neenah”), and, as of the date hereof, a wholly-owned subsidiary of Xxxxxxxx-Xxxxx.
WHEREAS, Xxxxxxxx-Xxxxx, through its pulp and paper division and certain subsidiaries and affiliates, is engaged in the business of (i) manufacturing and selling fine paper and technical paper and (ii) producing pulp (the “Neenah Business”);
WHEREAS, the Board of Directors of Xxxxxxxx-Xxxxx has determined that it would be advisable and in the best interests of Xxxxxxxx-Xxxxx and its stockholders for Xxxxxxxx-Xxxxx to transfer and assign, or cause to be transferred or assigned, to Neenah the business, operations, assets and liabilities related to the Neenah Business;
WHEREAS, Xxxxxxxx-Xxxxx has agreed to transfer and assign to Neenah substantially all of the assets and properties of the Neenah Business and Neenah has agreed to the transfer and assignment of such assets and to assume, or cause to be assumed, substantially all of the liabilities and obligations arising out of or relating to the Neenah Business;
WHEREAS, the date on which the above transaction is to become effective is referred to as the “Distribution Date” as defined in that certain Distribution Agreement between Xxxxxxxx-Xxxxx and Neenah, dated as of the date hereof; and
WHEREAS, the parties hereto deem it to be appropriate and in the best interests of Neenah and Xxxxxxxx-Xxxxx that Xxxxxxxx-Xxxxx provide certain services to Neenah to facilitate the transaction described above on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:
1. Description of Xxxxxxxx-Xxxxx Services. Xxxxxxxx-Xxxxx shall, subject to the terms and provisions of this Agreement:
(a) provide Neenah with general services of a financial, technical, commercial, administrative and/or advisory nature, with respect to the Business, as set forth on Exhibit A hereto; and
(b) assist Neenah in the efficient transfer of each of the services provided by Xxxxxxxx-Xxxxx under this Agreement to Neenah, including training of the Neenah personnel primarily responsible for each of the services going forward, or to a third party designated by Neenah; and
(c) render such other specific services as Neenah may from time to time reasonably request, subject to Xxxxxxxx-Xxxxx’x discretion and its being in a position to supply such additional services at the time of such request.
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Unless otherwise specifically provided on Exhibit A, Xxxxxxxx-Xxxxx will provide each of the services until December 31, 2005. Neenah may, at its option, upon no less than thirty (30) days prior written notice (or such other period as the parties may mutually agree in writing), direct Xxxxxxxx-Xxxxx to provide no longer all or any category of such services.
2. Consideration for Xxxxxxxx-Xxxxx Services. Neenah shall pay Xxxxxxxx-Xxxxx in accordance with this Section 2 and Xxxxxxxx-Xxxxx shall accept as consideration for the services rendered to Neenah hereunder the following service charges:
(a) for the services rendered by Xxxxxxxx-Xxxxx for or on behalf of Neenah pursuant to Section 1(a), Neenah will be charged the fees set forth on Exhibit A;
(b) for the services rendered by Xxxxxxxx-Xxxxx for or on behalf of Neenah pursuant to Section 1(b), Neenah will be charged certain fees to be negotiated and agreed to by the parties at the time such services are requested.
3. Terms of Payment. Xxxxxxxx-Xxxxx shall submit in writing an invoice covering its charges to Neenah for services rendered hereunder. Such invoice shall be submitted on a monthly basis and shall contain a summary description of the charges and services rendered. Payment shall be made no later than thirty (30) days after the invoice date.
4. Method of Payment. All amounts payable by Neenah for the services described on Exhibit A shall be remitted to Xxxxxxxx-Xxxxx in United States dollars to a bank to be designated in the invoice or otherwise in writing by Xxxxxxxx-Xxxxx, unless otherwise provided for and agreed upon in writing by the parties. Detailed billing information will be provided upon request.
5. WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES AND THERE ARE NO IMPLIED WARRANTIES OR GUARANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation on Liability.
(a) In no event shall either party have any liability, whether based on contract, tort (including, without limitation, negligence), warranty or any other legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by the other party arising from or related to this Agreement, including without limitation, loss of data, profits (excluding profits under this Agreement), interest or revenue, or use or interruption of business, even if such party is advised of the possibility of such losses or damages.
(b) The limitations set forth in Section 6(a) above shall not apply to liabilities which may arise as the result of (i) willful misconduct or gross negligence of Xxxxxxxx-Xxxxx or its subsidiaries or Neenah or its subsidiaries, (ii) amounts inadvertently overpaid by either party, or (iii) amounts for charges otherwise due and payable under this Agreement.
(c) In no event will Xxxxxxxx-Xxxxx’x liability, whether based on contract, tort
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(including without limitation, negligence), warranty or any other legal or equitable grounds, exceed in the aggregate the amount of fees paid to Xxxxxxxx-Xxxxx under this Agreement.
7. Termination. This Agreement shall terminate on January 31, 2006, but may be terminated earlier in accordance with the following:
(a) upon the mutual written agreement of the parties;
(b) by either Neenah or Xxxxxxxx-Xxxxx for material breach of any of the terms hereof by Xxxxxxxx-Xxxxx or Neenah, as the case may be, if the breach is not corrected within thirty (30) calendar days after written notice of breach is delivered to the defaulting party;
(c) by either Neenah or Xxxxxxxx-Xxxxx forthwith, upon written notice to Xxxxxxxx-Xxxxx or Neenah, as the case may be, if Xxxxxxxx-Xxxxx or Neenah, as the case may be, shall become insolvent or shall make an assignment for the benefit of creditors, or shall be placed in receivership, reorganization, liquidation or bankruptcy;
(d) by Xxxxxxxx-Xxxxx forthwith, upon written notice to Neenah, if, for any reason, the ownership or control of Neenah or any of Neenah’s operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Xxxxxxxx-Xxxxx’x consumer products, service and industrial or health care businesses, or any governmental or regulatory authority; or
(e) by Neenah forthwith, upon written notice to Xxxxxxxx-Xxxxx, if for any reason, the ownership or control of Xxxxxxxx-Xxxxx or any of Xxxxxxxx-Xxxxx ‘s operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Neenah, or any governmental or regulatory authority.
Upon any such termination, each party shall be compensated for all services performed to the date of termination in accordance with the provisions of this Agreement.
8. Performance. The services rendered by Xxxxxxxx-Xxxxx hereunder shall be performed in the same manner and with the same skill and care as Xxxxxxxx-Xxxxx employs in service of its own business.
9. Independent Contractor. Xxxxxxxx-Xxxxx is providing the services pursuant to this Agreement as an independent contractor and the parties hereby acknowledge that they do not intend to create a joint venture, partnership or any other type of agency between them.
10. Confidentiality. The specific terms and conditions of this Agreement and any information conveyed or otherwise received by or on behalf of a party in conjunction herewith are confidential and are subject to the terms of the Confidentiality provisions of the Distribution Agreement.
11. Ownership of Information . Any information owned by one party or any of its subsidiaries that is provided to the other party or any of its subsidiaries pursuant to this Agreement shall remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.
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12. Records. Xxxxxxxx-Xxxxx shall maintain and retain records related to the provision of the services under this Agreement consistent with Xxxxxxxx-Xxxxx’x historical policies regarding its own retention of records. As needed from time to time during the period in which services are provided, and upon termination of the provision of any service, the parties agree to provide each other with records related to the provision of the services under this Agreement to the extent that (i) such records exist in the ordinary course of business, (ii) such records do not involve the incurrence of any material expense to the party providing such records, and (iii) such records are reasonably necessary for such party to comply with its obligations under this Agreement or applicable law.
13. Amendment. This Agreement may be modified or amended only by the agreement of the parties hereto in writing, duly executed by the authorized representatives of each party.
14. Force Majeure. Any delays in or failure of performance by any party hereto, other than the payment of money, shall not constitute a default hereunder if and to the extent such delays or failures of performance are caused by occurrences beyond the reasonable control of such party, including, but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities; compliance with any order or request of any governmental authority; acts of war; riots or strikes or other concerted acts of personnel; or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of such party, and which by the exercise of reasonable diligence, such party is unable to prevent.
15. Assignment. This Agreement shall not be assignable by either party hereto without the prior written consent of the other party hereto. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.
16. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile transmission or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
| If to Xxxxxxxx-Xxxxx: | Xxxxxxxx-Xxxxx Corporation 000 Xxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Attn: General Counsel Facsimile: (000) 000-0000 |
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| If to Neenah: | Neenah Paper, Inc. Xxxxxxx Xxxxx III 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000 Attn: General Counsel Fax: (000) 000-0000 |
17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, U.S.A.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
| XXXXXXXX-XXXXX CORPORATION |
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| By: | ||||
| Xxxx X. Xxxxxxx, Senior Vice | ||||
| President and Chief Financial Officer | ||||
| NEENAH PAPER, INC. |
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| By: | ||||
| Xxxx Xxxxx, President and | ||||
| Chief Executive Officer | ||||
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EXHIBIT A
SERVICES TO BE RENDERED BY XXXXXXXX-XXXXX
Management Information Services
Xxxxxxxx-Xxxxx will provide support and services for Neenah business systems applications and Neenah computer operations at the same service levels and subject to the same priority ranking system as were provided to the businesses of Neenah prior to the date of this Agreement (“MIS Services”). Xxxxxxxx-Xxxxx shall provide those services until January 31, 2006, subject to Neenah’s right to terminate categories of services pursuant to Section 1 of the Agreement. Should Neenah require services beyond January 31, 2006, a new agreement defining, cost structure and remaining services to be provided must be negotiated.
Each of Xxxxxxxx-Xxxxx and Neenah shall from time to time designate an individual as the authorized representative for all communications with respect to MIS Services.
The categories of MIS Services and monthly fee schedule for normal and routine operating assistance, minor maintenance and computer operations are set forth below. The monthly charge for Computer Services Support will be reduced when software and/or hardware licensing fees are charged directly to Neenah rather than to Xxxxxxxx-Xxxxx. The charge will be reduced by the amount that Xxxxxxxx-Xxxxx is currently allocating to the Neenah businesses.
Business Systems Project Charges
| $/Month | ||||||
Fine Paper |
||||||
| PIMS Maintenance | 2,800 | |||||
| PIMS O/A | 1,500 | |||||
| Payroll/Benefit Support | 10,400 | |||||
| Training & Doc Consulting | 1,000 | |||||
| Legacy Systems Support | 9,900 | |||||
| Purchasing/Stores Support | 3,800 | |||||
| Legacy Stores Operating Assistance | 100 | |||||
Technical Paper |
||||||
| General Mfg and Order Entry Support | 13,600 | |||||
| PIMS Support & Identified Projects | 4,500 | |||||
| General Maintenance and Staff Support | 2,100 | |||||
| General O/A | 3,900 | |||||
| Payroll/Benefit Support | 8,000 | |||||
| Training & Doc Consulting | 600 | |||||
| Legacy Systems Support | 6,500 | |||||
| Purchasing/Stores Support | 1,900 | |||||
| Legacy Stores Operating Assistance | 100 | |||||
Computer Services Support Charges |
||
Desktop Services and Messaging |
97,400 | |
Connectivity Services |
67,500 | |
Voice |
41,800 | |
SAP R/3 |
30,400 | |
SAP B/W |
13,000 | |
Mainframe Services |
52,400 | |
UNIX Services |
23,000 | |
Windows Services |
43,100 | |
AS/400 Services |
25,900 | |
e-Business |
11,900 |
Notwithstanding Section 1 of the Agreement, Neenah shall give Xxxxxxxx Xxxxx no less than ninety (90) days written notice of any such termination of any of the above services; provided that K-C will accommodate a shorter notice period and terminate the service sooner to the extent a particular service so permits at the time of termination.
For all additional services (other than normal operating assistance and minor maintenance) including without limitation, additional project work, systems or application enhancements, maintenance and changes to systems or applications, support or services to separate the systems of Neenah and Xxxxxxxx-Xxxxx and creation or generation of current or historical data (“Additional MIS Services”), Neenah will submit to Xxxxxxxx-Xxxxx a written request for the Additional MIS Services, together with reasonable documentation and specifications to allow Xxxxxxxx-Xxxxx to determine the estimated cost and priority for such Additional MIS Services. To the extent that Xxxxxxxx-Xxxxx agrees in its sole discretion to provide the Additional MIS Services, it will provide to Neenah a written estimate of the cost and priority for such Additional MIS Services and Neenah shall inform Xxxxxxxx-Xxxxx in writing if Neenah desires to have Xxxxxxxx-Xxxxx provide the Additional MIS Services.
Hourly labor rates for K-C staff will be $90 per hour. Hourly rates for K-C obtained consultants, contractors or other third parties utilized on Additional Special Projects will be charged at actual hourly rates, plus any reasonable travel and living expenses, plus applicable administrative charges.
Neenah shall be solely liable for (i) all license fees, charges or other amounts from any third parties (“Vendor Fees”), including consultants, contractors, vendors or licensors, incurred as a result of Xxxxxxxx-Xxxxx providing MIS Services or otherwise as a result of utilizing products or software licensed to Xxxxxxxx-Xxxxx and utilized by or on behalf of Neenah, regardless of whether such products or services are utilized on the systems or equipment of Xxxxxxxx-Xxxxx or Neenah and (ii) all legal or administrative fees and expenses incurred by Xxxxxxxx-Xxxxx in responding to requests for Vendor Fees. Xxxxxxxx-Xxxxx will notify Neenah promptly of any Vendor Fees.
Notwithstanding anything to the contrary herein (i) all support and services relating to Xxxxxxxx-Xxxxx systems applications or IT infrastructure shall be performed only by Xxxxxxxx-Xxxxx personnel or contractors or consultants either retained by Xxxxxxxx-Xxxxx or approved in advance in writing by Xxxxxxxx-Xxxxx; (ii) MIS Services shall only be provided for hardware or
other IT infrastructure that is a part of Xxxxxxxx-Xxxxx’x infrastructure road map or technology standards on the date of this Agreement or that is added by Xxxxxxxx-Xxxxx to its infrastructure roadmap or technology standards after the date of this Agreement; (iii) Xxxxxxxx-Xxxxx shall have no obligation to incur additional expenditures or investments relating to additional features or functionality for existing systems or applications, it being understood that in the near future many of the systems or applications in connection with the delivery of MIS Services may become obsolete or may not be used or improved by Xxxxxxxx-Xxxxx; and (iv) Neenah shall not attach to, install or otherwise incorporate into the Xxxxxxxx-Xxxxx Enterprise Network any equipment, software, product, infrastructure or other device (A) without the prior written consent of Xxxxxxxx-Xxxxx and (B) that is not fully compatible with the then existing Xxxxxxxx-Xxxxx systems, infrastructure and standards roadmap.
At all times during the term of this Agreement, Neenah shall comply with Xxxxxxxx-Xxxxx’x Corporate Security, Computer Security and Global Information Technology Standards, as they may be amended or modified by Xxxxxxxx-Xxxxx from time to time during the term of this Agreement. Neenah acknowledges that it has received a copy of such Standards as they exist on the date of this Agreement.
Xxxxxxxx-Xxxxx’x Enterprise Network, systems and other intellectual property, including any applications, software code, technology, trade secret, infrastructure, hardware and other products or devices used by Xxxxxxxx-Xxxxx and any enhancements, modifications or additions thereto (whether as a result of or in connection with this Agreement or otherwise) shall be and remain the sole and exclusive property of Xxxxxxxx-Xxxxx and shall not be deemed works for hire, and Neenah shall have no right, title or interest therein. If Neenah desires to have Xxxxxxxx-Xxxxx license or transfer to Neenah any of the same, Xxxxxxxx-Xxxxx, in its sole discretion, may license or transfer the same to Neenah on terms agreed to by Neenah and Xxxxxxxx-Xxxxx, provided that Neenah shall be liable for all costs and expenses incurred in connection therewith, including any third party license, transfer and other fees, and all costs and expenses incurred to “uninstall” and “re-install” the same. Excluded from the requirements of this paragraph are systems that were built for and used primarily by Neenah.
Employee Benefits Administration and Payroll Services
Payroll Administration: Xxxxxxxx-Xxxxx will provide payroll administration services to Neenah with respect to Neenah’s U.S. employees, and such employees will continue to report attendance and absence information using the system maintained by Xxxxxxxx-Xxxxx for such purpose, until the earlier of (i) the date Neenah arranges for its own payroll administration services and establishes its own employee and time collection processes and (ii) December 31, 2005, at a cost to Neenah of $20,000 per month. These costs do include (i) all E-memos, mass wage changes, job title set ups, relocation gross-ups and other personnel administrative actions needed by Neenah for the benefit of Transferred Employees, (ii) the preparation of personnel or management reports through HR Browser, consistent with those previously provided, as requested by Neenah with turnaround times consistent with those normally provided by the K-C Payroll Center, and (iii) the preparation and submission of personnel records to outside providers such as Cendant Mobility, EquiServe, EAP vendors, or other 3rd party providers as required by Neenah. These costs do not include the systems costs associated with these
activities. Systems costs will be billed according to the Management Information Services portion of this agreement.
Canadian Payroll Bank Account: Xxxxxxxx-Xxxxx will continue to use its bank account at Royal Bank of Canada (RBC) on behalf of Neenah to facilitate the electronic transfer of paychecks to Neenah’s employees. Neenah will be responsible for funding the amount to be transferred prior to the distribution of the electronic paychecks. Neenah is responsible for communicating to RBC the correct distribution of the payroll. This service will be provided at no additional cost until December 31, 2004.
Data Conversions: Xxxxxxxx-Xxxxx shall assist in the conversion of employee and payroll data to benefit providers, a payroll administrator and an enterprise system engaged or established by Neenah, including any related analysis, design and development of interfaces and reports. The cost to Neenah for these conversion services shall be $36,000 for payroll team support. Systems cost related to the development of interfaces and reports will be billed according to the Management Information Services portion of this agreement.
Group Health and Welfare Plans Administration: Neenah shall use reasonable commercial efforts to contract with Xxxxxx & Associates (“Xxxxxx”) to provide group health and welfare benefits (“GH&WB”) administrative services to Neenah through December 31, 2004, at a cost to Neenah equal to the actual cost of such services. Provided that Neenah enters into such a contract with Xxxxxx, Xxxxxxxx-Xxxxx will provide services related to the administration of GH&WB through December 31, 2004 at a cost to Neenah of $5,000 per month. These services will include enrollment activities, customer service, and deduction processing. To facilitate these transition services, Xxxxxxxx-Xxxxx and Neenah agree to enter into mutual business associate agreements under the privacy provisions of HIPAA.
US Pension Plan. Neenah shall use reasonable commercial efforts to contract with Xxxxxx & Associates (“Xxxxxx”) to provide defined benefit administrative services through a date not later than June 30, 2005, at a cost to Neenah equal to the actual cost of such services. Neenah will pay Xxxxxxxx-Xxxxx from its assets, and not out of any pension plan assets, a fee in the amount of $500 per month for services to be provided by Xxxxxxxx-Xxxxx relating to the management of the investment structure for the Xxxxxxxx-Xxxxx Corporation Pension Plan for the period beginning with the Distribution and ending on the date the assets and liabilities of the Xxxxxxxx-Xxxxx Corporation Pension Plan attributable to current employees of Neenah’s U.S. operations (the “Transferred Employees”) are transferred to the trustee of the corresponding pension plan established by Neenah (the “Transfer Date”).
Xxxxxxxx-Xxxxx will be available to provide consulting services requested by Neenah which relate to (i) the administration of the defined benefit and defined contribution plans maintained by Neenah for the benefit of Transferred Employees, at a cost to Neenah of $125 per hour and (ii) after the Transfer Date, the investment of assets in the defined benefit and defined contribution plans maintained by Neenah for the benefit of Transferred Employees, at a cost to Neenah of $200 per hour; provided, however, that Xxxxxxxx-Xxxxx shall have the sole discretion to decline to provide any such services so requested.
Canadian Pension Plans. Neenah will pay Xxxxxxxx-Xxxxx from its assets, and not out of any
pension plan assets, a fee in the amount of $1,500 per month for services to be provided by Xxxxxxxx-Xxxxx relating to the management of the investment structure for the Canadian pension plans for the period beginning with the Distribution and ending on the date the assets and liabilities are transferred to the trustee of the corresponding pension plan established by Neenah (the “Transfer Date”).
Xxxxxxxx-Xxxxx will be available to provide consulting services requested by Neenah which relate to the administration of, and investment of assets in, the defined benefit and defined contribution plans maintained by Neenah for the benefit of current and former employees of the Canadian pulp and woodlands operations (the “Canadian Employees”), at a cost to Neenah of $200 per hour.
Compensation: Xxxxxxxx-Xxxxx will be available to provide consulting services requested by Neenah until March 31, 2005 which relate to the administration of various compensation plans and stock programs maintained by Neenah for the benefit of current transferred employees at a cost to Neenah of $100 per hour.
Relocation: Xxxxxxxx-Xxxxx will provide relocation and global assignment program administrative services to Neenah until January 31, 2005 consistent with the services provided prior to the distribution date. K-C will provide advice and counsel on special requests and on arrangements to set up new relocation providers. The cost of such special services will be $70 per hour.
General: Neenah will reimburse Xxxxxxxx-Xxxxx for any out-of-pocket costs incurred by Xxxxxxxx-Xxxxx while providing the employee benefits administration services, but not the payroll administration services, described in this section, including but not limited to, costs incurred for postage, printing and supplies.
International Employee Services: Xxxxxxxx-Xxxxx agrees to retain Xxxxx Xxxxxxx on the payroll of Xxxxxxxx-Xxxxx International Services Corp. through December 31, 2004. For the period from the Distribution Date until January 1, 2005 (the “Lease Period”), Neenah agrees to lease Xxxxx Xxxxxxx from Xxxxxxxx-Xxxxx for the performance of management duties in Canada. During the Lease Period, Neenah agrees to pay Xxxxxxxx-Xxxxx a monthly amount equal to the cost of Xx. Xxxxxxx’x monthly salary, benefits, other fees and other income paid to him by Xxxxxxxx-Xxxxx (except any bonus or other amounts paid to him that are attributable to a period prior to the Lease Period). As of January 1, 2005, Neenah intends to hire Xx. Xxxxxxx as an employee.
Xxxxxxxx-Xxxxx agrees to retain Xxxxx VanDerBogt on the payroll of Xxxxxxxx-Xxxxx Benelux through December 31, 2004. For the period from the Distribution Date until January 1, 2005 (the “Lease Period”), Neenah agrees to lease Mr. VanDerBogt from Xxxxxxxx-Xxxxx for the performance of duties in Europe. During the Lease Period, Neenah agrees to pay Xxxxxxxx-Xxxxx a monthly amount equal to the cost of Mr. Xxxxx VanDerBogt’s monthly salary, benefits other fees, and other income paid to him by Xxxxxxxx-Xxxxx (except any bonus or other amounts paid to him that are attributable to a period prior to the Lease Period). As of January 1, 2005, Neenah intends to make other arrangements to compensate Mr. VanDerBogt for his services.
Transportation Services
Xxxxxxxx-Xxxxx will provide advice, counsel on freight rate contract renewal negotiation and assistance during periods of transportation disruption related to inclement weather, major strike, terror attack, etc., only as may be necessary to maintain operations at Xxxxxxxx-Xxxxx consuming xxxxx. Such services will cost $2,100 per month. Notwithstanding Section 1 of the Agreement, Neenah shall give Xxxxxxxx Xxxxx no less than sixty (60) days written notice of any such termination.
Environment and Energy Services
Xxxxxxxx-Xxxxx will provide the following environmental and energy related services:
| • | Boiler and related equipment inspections and operational advice; | |||
| • | Energy (electrical and natural gas) rate/purchase assistance, hedging and contract negotiation; | |||
| • | Fuel and energy cost and consumption report data management; | |||
| • | Thermographic electric surveys; | |||
| • | Performance of Corporate Environmental Inspections at Neenah xxxxx; | |||
| • | Environmental regulatory/technical advice and assistance; | |||
| • | Forestry audits and certification advice and assistance; and | |||
| • | Wastewater testing (tickler, product formulation toxicity and permit compliance bioassays) | |||
All services will be provided on an as requested basis at a cost of $90 per professional hour spent plus travel expenses.
Treasurer’s Office Services
Xxxxxxxx-Xxxxx’x Treasurer’s Office will provide services to Neenah relating to Cash Management, Hedging, Debt Management and other treasury-related functions. The fee for advice and counsel relating to cash management services will be $200 per hour. These services will be available for six months after the Distribution Date.
Purchasing Services
Xxxxxxxx-Xxxxx will provide those support services of the type that have been traditionally provided by it to the Business and which are related to purchasing chemicals, research materials, trial support, capital projects and the maintenance of the Purchasing System Information Center and Purchasing Systems. Fees for these services will be as follows:
Transaction processing for Purchasing System |
$6,100 per month | |||
Systems support for Purchasing System |
$2,000 per month | |||
These services do not include the renegotiation of and related transactional activity associated with establishing contracts for Neenah that were previously part of Xxxxxxxx-Xxxxx’x multiple facility contracts.
Xxxxxxxx-Xxxxx shall endeavor, whenever possible, to arrange for the purchase of goods or services in the name of Neenah, which shall provide Xxxxxxxx-Xxxxx with written authorizations or such other documents as Xxxxxxxx-Xxxxx may reasonably require from time to time in order to provide evidence of Xxxxxxxx-Xxxxx’x authority to act on behalf of Neenah pursuant to this provision.
Risk Management
Xxxxxxxx-Xxxxx’x Risk Management Department will provide advice as requested on whether Neenah’s insurance brokers are properly following through on and assisting with administration of Neenah insurance coverages. The cost of such services will be $200 per month. Such services will be available until December 31, 2004.
Tax Services
Xxxxxxxx-Xxxxx will provide advice and counsel on tax planning issues relating to the preparation of U.S. federal income and excise tax, and state and local income, franchise, property and sales tax return. Such tax planning services will be provided at a cost of $250 per hour and will be available for 6 months after the Distribution Date.
Activities required by the Tax Sharing Agreement are specifically excluded from this hourly charge and will be provided free of charge under the terms set forth in the Tax Sharing Agreement.
Accounting Services
Xxxxxxxx-Xxxxx will provide the following accounting services to Neenah -US at the identified costs to Neenah:
| Service |
Cost per Month |
|||
Centralized Mill Accounting — Fine Paper |
$ | 11,900 | ||
Centralized Mill Accounting — Technical Paper |
$ | 4,700 | ||
Cost Accounting |
$ | 7,300 | ||
Knoxville AP |
$ | 10,700 | ||
SYZYGY |
$ | 16,500 | ||
Property Accounting |
$ | 4,000 | ||
Accounts Receivable/Credit |
$ | 7,900 | * | |
Financial Reporting |
$ | 10,900 | ||
Corporate Accounting Support |
$ | 500 | ||
*K-C will also xxxx for the cost of a temporary employee if required to handle manual accounts receivable transactions for the first 90 days after the Distribution Date.
In order to simplify the transition of Accounts Payable balances, K-C will pay from its bank account any outstanding invoices as of the distribution date on Neenah Paper’s behalf. These
invoices will be paid when payments are due. Neenah will then reimburse K-C for the payments that K-C makes on their behalf.
Xxxxxxxx-Xxxxx will provide Neenah access to those accounting practices and procedures relevant to the Xxxxxxxx-Xxxxx Act for the Accounting Services activities that are performed by Xxxxxxxx-Xxxxx on Neenah’s behalf. Xxxxxxxx-Xxxxx will provide Neenah and/or Neenah’s auditor access to transactions in order to perform testing of the systems. Transaction testing will be conducted by Neenah at their expense.
Additional accounting project work requested by Neenah will be provided at a cost of $200 per hour.
These costs do not include the systems costs associated with these activities. Systems costs are addressed in the MIS section of this Agreement.
Patent Services
Xxxxxxxx-Xxxxx will provide patent support services to Neenah consistent with the services provided prior to the Distribution Date. Such services of Xxxxxxxx-Xxxxx attorneys and paralegals as requested by Neenah and agreed to by Xxxxxxxx-Xxxxx will be provided until March 31, 2005 at $250 per hour for attorney time and $150 per hour for paralegal time. If Xxxxxxxx-Xxxxx xxxxx it necessary to outsource patent support during this period, Neenah will pay the costs associated with the outsourcing. All costs of maintaining patents and patent applications, as requested by Neenah, anywhere in the world, will be charged directly to Neenah.
Trademark Services
Xxxxxxxx-Xxxxx will provide trademark services to Neenah, consistent with services provided prior to the Distribution Date, related to searching, prosecution and maintenance of trademarks. Such services of Xxxxxxxx-Xxxxx attorneys and paralegals will be provided as requested by Neenah at $250 per hour for attorney time and $150 per hour for paralegal time. Neenah will be directly responsible for trademark conflicts and litigation. All outside fees, such as search fees, counsel fees and trademark maintenance and prosecution fees as requested by Neenah, anywhere in the world, will be charged directly to Neenah.
Roswell Technical Support
Xxxxxxxx-Xxxxx will provide Analytical Lab support and Product Safety support to Neenah on an as requested basis at a cost of $225 per hour spent plus the cost of any outside services required. Such services will be provided until December 31, 2004.
Tenancy
Neenah will be provided a month-to-month tenancy in the space which is occupied by the Business, as of the date hereof, at Xxxxxxxx-Xxxxx’x Roswell, Georgia Operations Headquarters complex. Rent and related tenancy charges for the space occupied by the Technical Papers research team will be $13,600 per month. Neenah will provide Xxxxxxxx-Xxxxx with at least thirty (30) days’ prior written notice of the specific day in such month that Neenah will vacate
such premises. The related tenancy charges include charges for all taxes, utilities, and tenant services that are currently being provided by K-C or third parties on behalf of K-C (primarily Site Administration and the Health Center), including, but are not limited to, electricity, maintenance, security, groundskeeping, mail service, warehouse service and access to cafeteria and health services. Neenah will make a good faith effort to vacate such premises and terminate the tenancy no later than December 31, 2005.
Corporate Security
KC will provide corporate security services to Neenah consistent with those services provided prior to the distribution date. The cost of such services will be $150 per hour plus direct expenses associated with pre-employment background reviews and special investigations.
