Exhibit 10.5
FORM OF TRANSITION SERVICES AGREEMENT
-------------------------------------
This TRANSITION SERVICES AGREEMENT, dated as of [ ], 1997,
is between CPC International Inc., a Delaware corporation
("CPC"), and Corn Products International, Inc., a Delaware
corporation ("Corn Products").
W I T N E S S E T H
WHEREAS, CPC and Corn Products have entered into a
Distribution Agreement dated as of the date hereof (the
"Distribution Agreement") pursuant to which, among other matters,
each party has agreed to provide, or cause one or more of its
subsidiaries to provide, to the other party, and its respective
subsidiaries certain transitional administrative and support
services on the terms set forth in this Agreement and the
appendices hereto; and
WHEREAS, CPC and Corn Products intend for this Agreement to
be an Ancillary Agreement pursuant to the terms of the
Distribution Agreement.
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained in this Agreement, the parties
hereby agree as follows:
ARTICLE I
SERVICES PROVIDED
1.1 Transition Services. Upon the terms and subject to the
conditions set forth in an appendix hereto, each of which is made
a part of this Agreement, each party will provide to the other
the services indicated to be provided by such party in such
appendix (a "Transition Service" or "Transition Services") during
the time period set forth in such appendix (the "Time Periods").
1.2 Personnel. In providing the Transition Services, each
party, in its capacity as a provider and as it deems necessary or
appropriate in its sole discretion, shall, unless otherwise
agreed, use its own personnel. Unless otherwise agreed in
writing, none of the individuals providing Transition Services to
the recipient will be deemed to be employees of the recipient for
any purpose.
1.3 Level of Transition Services. (a) Each party providing
Transition Services shall use commercially reasonable efforts to
provide such services in a satisfactory and timely manner and
exercising the same degree of care as it exercises in performing
the same or similar services for its own account as of the date
of this Agreement, with priority equal to that provided to its
own businesses or those of any of its affiliates, subsidiaries or
divisions. Nothing in this Agreement shall require any
party to favor the businesses of the other over its own
businesses or those of any of its affiliates, subsidiaries or
divisions.
1.4 Force Majeure. Any failure or omission by a party
in the performance of any obligation under this Agreement shall
not be deemed a breach of this Agreement or create any liability,
if the same arises from any cause or causes beyond the control of
such party, including, but not limited to, the following, which,
for purposes of this Agreement shall be regarded as beyond the
control of each of the parties hereto: acts of God, fire, storm,
flood, earthquake, governmental regulation or direction, acts of
the public enemy, war, rebellion, insurrection, riot, invasion,
strike or lockout; provided, however, that such party shall
resume performance whenever such causes are removed if the
applicable Time Period has not expired.
1.5 Modification of Procedures. Each party may make changes
from time to time in its standards and procedures for providing
the Transition Services for which it is responsible hereunder to
the degree it changes such Services for its own use.
1.6 No Obligation to Continue to Use Services. Neither
party shall have any obligation to continue to use any Transition
Service. Either party may elect to stop receiving any Transition
Service from the other party at any time by giving the other
party not less than 30 days written notice.
1.7 Provider Access. To the extent reasonably required for
personnel to perform the Transition Services, the other party
shall provide reasonable access, on an as needed basis, to its
equipment, office space, plants, telecommunications and computer
equipment and systems, and any other areas and equipment.
1.8 Cooperation. Each party shall provide to the other on a
timely basis any and all information which is necessary to
provide the applicable Transition Services. The party shall be
solely responsible for the timely delivery of such information,
and the accuracy and completeness thereof.
1.9 Ancillary Agreement. This agreement is an Ancillary
Agreement to the Distribution Agreement and shall be governed by
the provisions set forth therein except as specifically otherwise
provided herein. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the
Distribution Agreement.
ARTICLE II
COMPENSATION
2.1 Consideration. For each Transition Service provided
pursuant hereto, the receiving party shall pay the other the
amount specified in the appendix relating to such Transition
Service (with the understanding that there shall be no charge for
informal telephone consultation); provided, that, in the event
the appendix does not
describe such amount, the receiving party shall pay an amount
equal to 105% of the provider's fully allocated cost to provide
such Transition Service. Payment shall be made monthly based on
an invoice from the provider to the recipient.
ARTICLE III
TERM AND TERMINATION
3.1 Term. This Agreement shall become effective on the
Distribution Date and shall remain in force until the expiration
of the longest Time Period specified in any appendix hereto,
including any extension thereof, unless a recipient has elected
to stop receiving all of the Transition Services in accordance
with Section 1.6 above, or this Agreement is otherwise
terminated.
IN WITNESS WHEREOF, the parties hereto have caused this
Transition Services Agreement to be executed the day and year
first above written.
CPC INTERNATIONAL INC.
By: _____________________________
Name:
Title:
CORN PRODUCTS INTERNATIONAL, INC.
By: _____________________________
Name:
Title:
