EX-10.1 2 d365014dex101.htm EX-10.1 EXECUTION VERSION TRANSITION SERVICES AGREEMENT BY AND BETWEEN JOHNSON CONTROLS INTERNATIONAL PLC AND ADIENT LIMITED DATED AS OF SEPTEMBER 8, 2016 Page
Exhibit 10.1
EXECUTION VERSION
BY AND BETWEEN
XXXXXXX CONTROLS INTERNATIONAL PLC
AND
ADIENT LIMITED
DATED AS OF SEPTEMBER 8, 2016
TABLE OF CONTENTS
Page | ||||||
ARTICLE I DEFINITIONS | 1 | |||||
Section 1.01. | Definitions | 1 | ||||
ARTICLE II SERVICES | 5 | |||||
Section 2.01. | Services | 5 | ||||
Section 2.02. | Performance of Services | 6 | ||||
Section 2.03. | Charges for Services | 8 | ||||
Section 2.04. | Reimbursement for Out-of-Pocket Costs and Expenses | 9 | ||||
Section 2.05. | Changes in the Performance of Services | 9 | ||||
Section 2.06. | Transitional Nature of Services | 9 | ||||
Section 2.07. | Subcontracting | 9 | ||||
ARTICLE III OTHER ARRANGEMENTS | 10 | |||||
Section 3.01. | Access | 10 | ||||
ARTICLE IV BILLING; TAXES | 11 | |||||
Section 4.01. | Procedure | 11 | ||||
Section 4.02. | Late Payments | 11 | ||||
Section 4.03. | Taxes | 11 | ||||
Section 4.04. | No Set-Off | 12 | ||||
Section 4.05. | Billing Disputes | 12 | ||||
ARTICLE V TERM AND TERMINATION | 12 | |||||
Section 5.01. | Term | 12 | ||||
Section 5.02. | Early Termination | 12 | ||||
Section 5.03. | Interdependencies | 13 | ||||
Section 5.04. | Effect of Termination | 13 | ||||
Section 5.05. | Information Transmission | 14 | ||||
14 | ||||||
Section 6.01. | Xxxxxxx Controls and Adient Obligations | 14 | ||||
Section 6.02. | No Release; Return or Destruction | 14 | ||||
Section 6.03. | Privacy and Data Protection Laws; Residual Information | 15 | ||||
Section 6.04. | Protective Arrangements | 15 | ||||
16 | ||||||
Section 7.01. | Limitations on Liability | 00 |
-x-
Xxxxxxx 7.02. | Third Party Claims | 16 | ||||
Section 7.03. | Provider Indemnity | 17 | ||||
Section 7.04. | Indemnification Procedures | 17 | ||||
ARTICLE VIII TRANSITION COMMITTEE | 17 | |||||
Section 8.01. | Establishment | 17 | ||||
ARTICLE IX MISCELLANEOUS | 17 | |||||
Section 9.01. | Mutual Cooperation | 17 | ||||
Section 9.02. | Further Assurances | 17 | ||||
Section 9.03. | Audit Assistance | 17 | ||||
Section 9.04. | Title to Intellectual Property | 18 | ||||
Section 9.05. | Independent Contractors | 18 | ||||
Section 9.06. | Counterparts; Entire Agreement; Corporate Power | 18 | ||||
Section 9.07. | Governing Law | 19 | ||||
Section 9.08. | Assignability | 19 | ||||
Section 9.09. | Third-Party Beneficiaries | 20 | ||||
Section 9.10. | Notices | 20 | ||||
Section 9.11. | Severability | 21 | ||||
Section 9.12. | Force Majeure | 21 | ||||
Section 9.13. | Headings | 22 | ||||
Section 9.14. | Survival of Covenants | 22 | ||||
Section 9.15. | Waivers of Default | 22 | ||||
Section 9.16. | Dispute Resolution | 22 | ||||
Section 9.17. | Specific Performance | 22 | ||||
Section 9.18. | Amendments | 23 | ||||
Section 9.19. | Precedence of Schedules | 23 | ||||
Section 9.20. | Interpretation | 23 | ||||
Section 9.21. | Mutual Drafting | 24 |
-ii-
This TRANSITION SERVICES AGREEMENT, dated as of September 8, 2016 (this “Agreement”), is by and between Xxxxxxx Controls International plc, a public limited company organized under the laws of Ireland (“Xxxxxxx Controls”), and Adient Limited, a private limited company organized under the laws of Ireland (“Adient”).
R E C I T A L S:
ARTICLE I
“Action” has the meaning set forth in the Separation and Distribution Agreement.
“Adient” has the meaning set forth in the Preamble.
“Adient Business” has the meaning set forth in the Separation and Distribution Agreement.
“Adient Shares” has the meaning set forth in the Separation and Distribution Agreement.
“Adversely Affected Service” has the meaning set forth in Section 5.03.
“Affiliate” has the meaning set forth in the Separation and Distribution Agreement.
“Agreement” has the meaning set forth in the Preamble.
“Ancillary Agreements” has the meaning set forth in the Separation and Distribution Agreement.
“Charge” or “Charges” has the meaning set forth in Section 2.03.
“Confidential Information” shall mean all Information that is either confidential and/or proprietary.
“Dispute” has the meaning set forth in Section 9.16(a).
“Distribution” has the meaning set forth in the Recitals.
“Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.
“Divested Business” has the meaning set forth in Section 9.08(b).
“Divested Business Acquirer” has the meaning set forth in Section 9.08(b).
“Early Termination Charges” shall mean, with respect to the termination of any Service pursuant to Section 5.02(a)(i), the sum of (a) any and all reasonable costs, fees and expenses (other than any severance or retention costs) payable by the Provider of such Service to a Third Party due to the early termination of such Service; provided, however, that the Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses payable by the Provider to any Third Party in connection with such early termination of such Service, and the Early Termination Charges payable by the Recipient shall be reduced accordingly; and (b) any additional severance and retention costs, if any, because of the early termination of such Service that the Provider of such terminated Service incurs to employees who had been retained primarily to provide such terminated Service (it being agreed that the costs set forth in this clause (b) shall only be the amount, if any, in excess of the severance and retention costs that such Provider would have paid to such employees if the Service had been provided for the full period during which such Service would have been provided hereunder but for such early termination).
-2-
“Effective Time” has the meaning set forth in the Separation and Distribution Agreement.
“Force Majeure” has the meaning set forth in the Separation and Distribution Agreement.
“Governmental Authority” has the meaning set forth in the Separation and Distribution Agreement.
“Group” has the meaning set forth in the Separation and Distribution Agreement.
“Information” has the meaning set forth in the Separation and Distribution Agreement.
“Intellectual Property” has the meaning set forth in the Separation and Distribution Agreement.
“Interest Payment” has the meaning set forth in Section 4.02.
“Xxxxxxx Controls” has the meaning set forth in the Preamble.
“Xxxxxxx Controls Board” has the meaning set forth in the Recitals.
“Xxxxxxx Controls Business” has the meaning set forth in the Separation and Distribution Agreement.
“Xxxxxxx Controls Shares” has the meaning set forth in the Separation and Distribution Agreement.
“Law” has the meaning set forth in the Separation and Distribution Agreement.
“Level of Service” has the meaning set forth in Section 2.02(c).
“Liability” or “Liabilities” has the meaning set forth in the Separation and Distribution Agreement.
“New Service” has the meaning set forth in Section 2.01(d).
“Notice of Breach” has the meaning set forth in Section 5.02(a)(ii).
“Omitted Service” has the meaning set forth in Section 2.01(b).
“One-Time Payment” has the meaning set forth in Section 2.02(b).
“Party” or “Parties” shall mean the parties to this Agreement.
-3-
“Person” has the meaning set forth in the Separation and Distribution Agreement.
“Prime Rate” has the meaning set forth in the Separation and Distribution Agreement.
“Provider” shall mean, with respect to any Service, the Party identified on the Schedules hereto as the “Provider” of such Service.
“Provider Indemnitees” has the meaning set forth in Section 7.02.
“Recipient” shall mean, with respect to any Service, the Party receiving such Service hereunder.
“Record Date” has the meaning set forth in the Separation and Distribution Agreement.
“Representatives” has the meaning set forth in the Separation and Distribution Agreement.
“Residual Information” has the meaning set forth in the Separation and Distribution Agreement.
“Schedule” or “Schedules” has the meaning set forth in Section 2.01(a).
“Separation” has the meaning set forth in the Recitals.
“Separation and Distribution Agreement” has the meaning set forth in the Recitals.
“Service” or “Services” has the meaning set forth in Section 2.01(a).
“Service Baseline Period” has the meaning set forth in Section 2.02(c).
“Service Change” has the meaning set forth in Section 2.01(c).
“Service Interruption” has the meaning set forth in Section 2.02(a).
“Service Period” shall mean, with respect to any individual Service, the period commencing on the Distribution Date and ending on the earlier of (a) the date that a Party terminates the provision of the entirety of such individual Service pursuant to Section 5.02, (b) the date that is the twenty-four (24)-month anniversary of the Distribution Date, or (c) the date specified for termination of such individual Service in the Schedules hereto.
“Service Standard” has the meaning set forth in Section 2.02(a).
“Subsidiary” or “Subsidiaries” has the meaning set forth in the Separation and Distribution Agreement.
“Tax” has the meaning set forth in the Tax Matters Agreement.
-4-
“Tax Authority” has the meaning set forth in the Tax Matters Agreement.
“Tax Matters Agreement” has the meaning set forth in the Separation and Distribution Agreement.
“Term” has the meaning set forth in the Section 5.01.
“Third Party” shall mean any Person other than the Parties or any of their Affiliates.
“Third Party Claim” shall mean any claim asserted or any Action commenced by any Third Party against any Party or any of its Affiliates.
“To-be-Terminated Service” has the meaning set forth in Section 5.03.
“Transition Committee” has the meaning set forth in the Separation and Distribution Agreement.
ARTICLE II
(a) Commencing as of the Effective Time, the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the Recipient, or any designated Subsidiary or Affiliate of the Recipient, the applicable services (each a “Service” and, collectively, the “Services”) set forth on the schedules hereto (each, a “Schedule” and, collectively, the “Schedules”).
(b) During the Term, if a Party identifies a service that the other Party or any of its Subsidiaries provided to the identifying Party or any of its Subsidiaries during the twelve (12)-month period immediately prior to the Distribution Date, but such service was inadvertently omitted from the Services set forth in the Schedules hereto (an “Omitted Service”), then the Provider shall provide, or shall cause one of more of its Subsidiaries to provide, such Omitted Service, and the Parties shall negotiate in good faith the terms and conditions upon which the other Party shall provide such Omitted Service, which terms and conditions shall include the applicable Service Standard and shall otherwise be substantially in line with terms and conditions of such Omitted Service during the twelve (12)-month period immediately prior to the Distribution Date.
(c) During the Term, either Party may request that the other Party modify, alter or adjust the manner in which the other Party provides Services (a “Service Change”). Following the delivery of such request, the Parties shall negotiate in good faith the terms and conditions of such Service Change, which terms and conditions shall include the applicable Service Standard.
-5-
(d) During the Term, either Party may request that the other Party provide an additional or different service that is not an Omitted Service and that does not constitute a Service Change (a “New Service”). The other Party shall consider such request, but nothing in this Agreement shall require the other Party to agree to provide such New Service. If the other Party consents to providing the requested New Service, then the Parties shall cooperate in good faith to determine the terms and conditions upon which the other Party shall provide such requested New Service, including the applicable Service Standard.
(e) The terms and conditions of any Omitted Service, agreed-upon Service Change or New Services that the providing Party consents to provide shall be documented in a supplement to the Schedules describing in reasonable detail the nature, scope, Charges, Service Period(s), termination provisions and other terms and conditions applicable to such Omitted Service, Service Change or New Service, as applicable, in a manner similar to that in which the Services are described in the Schedules. Each supplement to the Schedules that is agreed to in writing by the Parties shall be deemed part of this Agreement as of the date of such agreement, and the Omitted Service, Service Change or New Service set forth therein shall be deemed a Service provided under this Agreement, in each case subject to the terms and conditions of this Agreement.
Section 2.02. Performance of Services.
(a) The Provider shall perform, or shall cause one or more of its Subsidiaries to perform, all Services to be provided by the Provider in a commercially reasonable manner (i) that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by or on behalf of Xxxxxxx Controls or any of its Subsidiaries to Xxxxxxx Controls or its applicable functional group or Subsidiary during the twelve (12) months immediately prior to the Effective Time, if such service or a similar service was provided prior to the Effective Time, or (ii) that is based on its then-current practice and that is substantially similar in all material respects to the analogous services provided by or on behalf of Xxxxxxx Controls or any of its Subsidiaries to Xxxxxxx Controls or its applicable functional group or Subsidiary following the Effective Time (clause (i) or (ii), as applicable, the “Service Standard”). Upon receipt of written notice from the Recipient identifying any outage, interruption, disruption, downturn or other failure of any Service (a “Service Interruption”), Provider shall use commercially reasonable efforts to respond, or to cause one or more of its Subsidiaries to respond, to such Service Interruption in a manner that is substantially similar to the manner in which Provider or its Affiliates responded to Service Interruptions during the twelve (12)-month period prior to the Effective Time or, if such service or a similar service was not provided prior to the Effective Time, in a manner that is substantially similar to the manner in which such Provider or its Affiliates respond with respect to internally provided services.
(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the Provider reasonably believes that the manner of such performance would constitute (i) a breach, violation or infringement of, or a default under, any of the terms, conditions or provisions of any agreement, instrument, contract, obligation or undertaking which was entered into by such Provider prior to the date of this Agreement or (ii) a violation of any applicable Law. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such potential violation, and the Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate
-6-
in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party or under applicable Law to allow the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Without limiting the foregoing, neither Party shall under any circumstance be required to (and the Provider shall not, without the prior written consent of the Recipient) pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to obtain any such Third Party consent, except that the Provider shall be required to make one such payment, commitment or accommodation if required by such Third Party (a “One-Time Payment”). Unless otherwise agreed in writing in advance by the Parties, other than One-Time Payments, all reasonable out-of-pocket costs and expenses (if any) incurred by the Recipient or any of its Subsidiaries or, with the Recipient’s prior written consent, the Provider or any of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Provider to perform or cause to be performed such Services shall be borne solely by the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts and the making of a One-Time Payment, are unable to obtain a required Third Party consent, or the performance of such Service by the Provider would constitute a violation of any applicable Law, the Parties shall use commercially reasonable efforts to develop an alternative arrangement that is reasonably acceptable to each Party and that enables the Provider to perform or cause to be performed such Service or an analogous service without obtaining such required Third Party consent or violating any applicable Law.
(c) The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity) than analogous services provided to Xxxxxxx Controls or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during Xxxxxxx Controls’ fiscal year 2016 (the “Service Baseline Period”). A Service shall be deemed materially more burdensome if, among other items, its usage exceeds the highest quantity of analogous services provided to the functional groups or Subsidiaries of Xxxxxxx Controls that are part of the Recipient during the Service Baseline Period, or if the Provider is required to hire new employees, engage new contractors or make capital investments in respect of such Service greater than the maximum number of employees or contractors dedicated at any time to analogous services, or investments made by Xxxxxxx Controls with respect to analogous services, during the Service Baseline Period. If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, including any acquisition or upgrade of technology, software or information systems, then the Parties shall cooperate and act in good faith to determine whether the Provider will be required to provide such requested higher Level of Service. If and to the extent that the Parties determine that the Provider shall provide the requested higher Level of Service, then such higher Level of Service shall be documented in a supplement to the Schedules. Each such supplement, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement.
-7-
(d) (i) Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR SECTION 7.03, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
(ii) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. Notwithstanding any other provision of this Agreement, (i) neither Party shall, in connection with its performance or use of Services under this Agreement, knowingly take any action, or fail to take any action that Xxxxxxx Controls took in the ordinary course during the Service Baseline Period in connection with such Service, if the taking of such action or failure to take such action would materially adversely affect the ability of the other Party and its Subsidiaries or Affiliates to comply with such applicable Laws, and (ii) the Provider shall not have any obligation to provide, or cause to be provided, Services to the extent that any change in applicable Law after the date of this Agreement provision would materially increase or change the Provider’s burden or the burden of any applicable Subsidiary of the Provider with respect to compliance with applicable Laws, unless the applicable Recipient agrees to bear all incremental costs resulting from the increased compliance burden associated with providing such Services; provided, that the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such increased burden, and the Provider and the Recipient will mutually seek an alternative that minimizes such increased burden.
-8-
shall use commercially reasonable efforts to minimize the cost of providing the Services. Together with any invoice for Charges, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the Provider’s or its Subsidiaries’ possession or control, to support the calculation of such Charges.
Section 2.05. Changes in the Performance of Services. Subject to the performance standards for Services set forth in Section 2.02(a), Section 2.02(b) and Section 2.02(c), the Provider may make changes from time to time in the manner of performing the Services if the Provider is making similar changes in performing analogous services for itself and if the Provider furnishes to the Recipient reasonable prior written notice (in content and timing) of such changes; provided, that no such change shall have a significant adverse effect on the timeliness or quality of, or the Charges for, the applicable Service. If any such change by the Provider reasonably requires the Recipient to incur an increase in costs and expenses to continue to receive and utilize the applicable Services in the same manner as the Recipient was receiving and utilizing such Service prior to such change, the Provider shall be required to reimburse the Recipient for all such reasonable increase in costs and expenses. Upon request, the Recipient shall provide the Provider with reasonable documentation, including any additional documentation reasonably requested by the Provider to the extent that such documentation is in the Recipient’s or its Subsidiaries’ possession or control, to support the calculation of such increase in costs and expenses.
-9-
would decrease the quality or level of the Services provided to the Recipient compared to the quality or level of Services provided by the Provider or (ii) the use of such Third Party would increase the Charges payable by the Recipient in connection with such Services; provided, further, that the Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the performance standard for Services set forth in Section 2.02(a), Section 2.02(b) and Section 2.02(c) and the content of the Services provided to the Recipient. Subject to the confidentiality provisions set forth in Article VI, each Party shall, and shall cause its respective Affiliates to, provide, upon ten (10) business days’ prior written notice from the other Party, any Information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and the Provider and other supporting documentation.
ARTICLE III
(a) Adient shall, and shall cause its Subsidiaries to, allow Xxxxxxx Controls and its Subsidiaries and their respective Representatives reasonable access to the facilities of Adient and its Subsidiaries that is necessary for Xxxxxxx Controls and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Adient shall, and shall cause its Subsidiaries to, afford Xxxxxxx Controls, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of Adient and its Subsidiaries as is reasonably necessary for Xxxxxxx Controls to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Adient or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, that (i) such access shall not unreasonably interfere with any of the business or operations of Adient or any of its Subsidiaries and (ii) in the event that Adient determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids such harm or consequence. Xxxxxxx Controls agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Adient or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of Adient or its Subsidiaries, conform to the policies and procedures of Adient and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to Xxxxxxx Controls from time to time.
(b) Xxxxxxx Controls shall, and shall cause its Subsidiaries to, allow Adient and its Subsidiaries and their respective Representatives reasonable access to the facilities of Xxxxxxx Controls and its Subsidiaries that is necessary for Adient and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Xxxxxxx Controls shall, and shall cause its Subsidiaries to, afford Adient, its Subsidiaries and their respective
-10-
Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of Xxxxxxx Controls and its Subsidiaries as is reasonably necessary for Adient to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Xxxxxxx Controls or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, that (i) such access shall not unreasonably interfere with any of the business or operations of Xxxxxxx Controls or any of its Subsidiaries and (ii) in the event that Xxxxxxx Controls determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids such harm or consequence. Adient agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Xxxxxxx Controls or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of Xxxxxxx Controls or its Subsidiaries, conform to the policies and procedures of Xxxxxxx Controls and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to Adient from time to time.
ARTICLE IV
-11-
ARTICLE V
Section 5.02. Early Termination.
(a) Without prejudice to the Recipient’s rights with respect to Force Majeure, the Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:
(i) for any reason or no reason, upon the giving of at least thirty (30) days’ prior written notice to the Provider of such Service; provided, that if a Schedule hereto sets forth a different notice period, then the Recipient shall comply with such different notice periods; provided, further, that any such termination shall be subject to the obligation to pay any applicable Early Termination Charges pursuant to Section 5.04; or
(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by the Provider of written notice of such failure (the “Notice of Breach”) from the Recipient; provided, that the Recipient shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16) as to whether the Provider has breached this Agreement or cured the applicable breach.
-12-
(b) The Provider may terminate this Agreement with respect to any individual Service, but not a portion thereof, at any time upon prior written notice to the Recipient, if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service, including making payment of Charges for such Service when due, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by the Recipient of the Notice of Breach from the Provider; provided, that the Provider shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16) as to whether the Recipient materially breached this Agreement or has cured the applicable breach.
(c) The Schedules hereto shall be updated to reflect any terminated Service.
-13-
ARTICLE VI
CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS
-14-
and except in compliance with Section 6.04, and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that such Party’s Representatives may retain one (1) copy of such information to the extent required by applicable Law or professional standards, and shall not be required to destroy any such information located in back-up, archival electronic storage.
-15-
ARTICLE VII
LIMITED LIABILITY AND INDEMNIFICATION
Section 7.01. Limitations on Liability.
(a) THE CUMULATIVE AGGREGATE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED: (X) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR LESS THAN SIX (6) MONTHS, THE AGGREGATE CHARGES PAID OR THAT OTHERWISE WOULD HAVE BEEN PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT DURING THE SIX (6)-MONTH PERIOD FOLLOWING THE EFFECTIVE TIME OF THIS AGREEMENT, (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR SIX (6) MONTHS OR LONGER, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITIES.
(b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY (INCLUDING LOST PROFITS OR LOST REVENUES) IN CONNECTION WITH THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.
(c) The limitations in Section 7.01(a) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI, (ii) either Party’s obligations under Section 7.02 or Section 7.03, or (iii) the gross negligence, willful misconduct or fraud of or by the Party to be charged.
(d) The limitations in Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s obligations under Section 7.02, or (ii) the gross negligence, willful misconduct or fraud of or by the Party to be charged.
-16-
ARTICLE VIII
ARTICLE IX
-17-
or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audit or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.
Section 9.06. Counterparts; Entire Agreement; Corporate Power.
(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.
(b) This Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements and the exhibits, schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.
(c) Xxxxxxx Controls represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and Adient represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:
-18-
(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and
(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.
(d) Each Party acknowledges and agrees that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.
Section 9.07. Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of New York irrespective of the choice of laws principles of the State of New York (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York) including all matters of validity, construction, effect, enforceability, performance and remedies. Each of Xxxxxxx Controls and Adient, on behalf of itself and the members of its Group, hereby irrevocably (a) agrees that any Dispute shall be subject to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan in The City of New York (or, only if such court lacks subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan in The City of New York), (b) waives any claims of forum non conveniens, and agrees to submit to the jurisdiction of such courts, as provided in New York General Obligations Law § 5-1402, (c) agrees that service of any process, summons, notice or document by United States registered mail to its respective address set forth in Section 9.10 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (d) UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE.
(a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, that neither Party may assign its rights or delegate its obligations under this Agreement by operation of law or otherwise without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under the
-19-
Separation and Distribution Agreement, this Agreement and the other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and all the other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all of the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any of its Subsidiaries from being party to or undertaking a change of control.
(b) If there occurs a divestiture or other disposition of any Subsidiary, division or business that is a Recipient or Provider of Services (a “Divested Business”), the Party that is divesting or disposing of such Divested Business shall assign all of its rights and obligations under this Agreement, in respect of the Divested Business, to the Person that acquired control of such Divested Business (such Person, the “Divested Business Acquirer”), without any requirement to obtain the consent of the other Party, and the Party that is divesting or disposing of the Divested Business shall cause the Divested Business Acquirer to accept in writing the terms of this Agreement and the applicable Services with respect to such Divested Business and, to the extent that the Divested Business is a Provider of Services, assume the applicable obligations of the Provider under this Agreement.
If to Xxxxxxx Controls, to:
Xxxxxxx Controls International plc
0000 Xxxxx Xxxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
Facsimile: 000-000-0000
E-mail: XX-Xxxxxxx.Xxxxxxx@xxx.xxx
-20-
If to Adient, to:
Adient Limited
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
E-mail: XX-Xxxxxxx.Xxxxxxx@xxxxxx.xxx
Any Party may, by notice to the other Party, change the address to which such notices are to be given.
-21-
Section 9.16. Dispute Resolution.
(a) In the event of any controversy, dispute or claim arising out of or relating to any Party’s rights or obligations under this Agreement (whether arising in contract, tort or otherwise), calculation or allocation of the costs of any Service or otherwise arising out of or relating in any way to this Agreement (including the interpretation or validity of this Agreement) (a “Dispute”) and (ii) is not resolved by the Transition Committee after a reasonable period of time, such Dispute shall be resolved in accordance with the dispute resolution process referred to in Article VII of the Separation and Distribution Agreement.
(b) In any Dispute regarding the amount of a Charge or an Early Termination Charge, if such Dispute is finally resolved by the Transition Committee or pursuant to the dispute resolution process set forth or referred to in Section 9.16(a) and it is determined that the Charge or the Early Termination Charge, as applicable, that the Provider has invoiced the Recipient, and that the Recipient has paid to the Provider, is greater or less than the amount that the Charge or the Early Termination Charge, as applicable, should have been, then (i) if it is determined that the Recipient has overpaid the Charge or the Early Termination Charge, as applicable, the Provider shall within thirty (30) business days after such determination reimburse the Recipient an amount of cash equal to such overpayment, plus the Interest Payment, accruing from the date of payment by the Recipient to the time of reimbursement by the Provider; and (ii) if it is determined that the Recipient has underpaid the Charge or the Early Termination Charge, as applicable, the Recipient shall within thirty (30) business days after such determination reimburse the Provider an amount of cash equal to such underpayment, plus the Interest Payment, accruing from the date such payment originally should have been made by the Recipient to the time of payment by the Recipient.
-22-
and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties. Unless otherwise agreed to in writing, the Parties shall continue to provide Services and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of Section 9.16 and this Section 9.17 with respect to all matters not subject to such Dispute; provided, that this obligation shall only exist during the term of this Agreement.
-23-
Section 9.21. Mutual Drafting(a) . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.
[Remainder of page intentionally left blank]
-24-
XXXXXXX CONTROLS INTERNATIONAL PLC | ||
By: | /s/ Xxxxx X. Xxxxx | |
Name: Xxxxx X. Xxxxx | ||
Title: Executive Vice President and Chief Financial Officer | ||
ADIENT LIMITED | ||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |
Name: Xxxxxxxx X. Xxxxxxx | ||
Title: Vice President, General Counsel and Secretary |
[Signature Page to Transition Services Agreement]
Schedules
Transition Services
Xxxxxxx Controls/Adient Service Schedule for: Bratislava Business Center (“BBC”) Facility Schedule Name: Bratislava Business Center (“BBC”) Facility Provider: Xxxxxxx Controls Recipient: Adient Duration: 9 Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing Services to be provided include JCI event management, building maintenance and IT infrastructure support. The headcount (738 as of 6/15/16) used to calculate this charge will be the actual organization headcount. Net cost to be charged as part of this TSA is 192.23 per head and is exclusive of rent and utilities. 2. Other Terms and Conditions: Service Name Description/Requirements/Other Matters All Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed All Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs)
Xxxxxxx Controls/Adient Service Schedule for: Dalian Business Center Schedule Name: Dalian Business Center Provider: Xxxxxxx Controls Recipient: Adient Duration: 2 Years The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing Yearly DBC Charges Total: $3,476,329 2. Other Terms and Conditions: If service for a Profit Center (operation) is terminated, the cost will remain for three (3) months before costs can be fully terminated. If an additional Profit Center (operation) is added, three (3) months’ notification will be required to ensure appropriate staff is in place to support demand. In a quarterly basis exchange rate RMB / USD will be reviewed and if there will be a deviation of +/- 5% compared with the previous quarter, an automatic review of the prices will be done to consider new exchange rate. The initial exchange rate will be based on the exchange rate at the TSA signature date. Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs)
Adient / Xxxxxxx Controls Service Schedule for: Finance Schedule Name: Finance (includes CFS and General Finance) Provider: Adient Recipient: Xxxxxxx Controls Duration: 5 Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing CFS Statutory closing, audit Direct tax compliance Indirect tax compliance External audit coordination $2,950,000 Foreign corporate entities Tax provision + US GAAP to Local GAAP reconciliation US Tax General Finance Information sharing to support the 9/30/16 audit & financial statement period. No cost
2. Other Terms and Conditions: Service Name Description/Requirements/Other Matters All Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs) Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed
Xxxxxxx Control / Adient Service Schedule for: Finance Schedule Name: Finance (includes General Finance and Tax) Provider: Xxxxxxx Controls Recipient: Adient Duration: 5 months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern 1. Services and pricing: Information sharing to support the 9/30/16 audit & financial statement period. Service Desciption Estimated Cost General Finance $0 Tax $8,700 2. Other Terms and Conditions: Service Name Description/Requirements/Other Matters General Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs Finance and will based on mutually agreed upon time-and-material costs) Tax Termination: In the event of an early termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed
Xxxxxxx Controls Service Schedule for: Human Resources Schedule Name: Human Resources Provider: Adient Recipient: Xxxxxxx Controls Duration: 2 to 17 Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing: Total Shared Services cost estimate for entire TSA duration; $244,672 Total Payroll servicing cost estimate for entire TSA duration: $436,948
Service Name Description/Requirements/Other Matters All The cost of HR Administration vary by region and country as a result of country specific regulations and contracts This pricing structure will hold during the Term where access to systems currently utilized will be granted by the vendor and where vendor pricing does not change. If vendor pricing changes, pricing changes may be reflected in the pricing structure. Services subject to vendor authorization that will allow for applications associated with delivering the TSA services for the same period of time. Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed. Exit Support: Service Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs) Term: Extension will be granted but limited to two three month extensions
Header or footer;Header or footer (2);Xxxxxxx Controls / Adient Service Schedule for: Human ResourcesBody text1;Body text (7);Schedule Name: Human Resources Provider: Xxxxxxx Controls Recipient: Adient Duration: 2 to 17 Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing: Total Shared Services cost estimate for entire TSA duration: $537,145 Total Payroll servicing cost estimate for entire TSA duration: $503,334 Total Talent Acquisition, L&D and Performance Management cost estimate for entire TSA duration: $11,556 Total Workday, Dynamics, global apps support cost estimate for entire TSA duration: $191,139 Total PeopleSoft support cost estimate for entire TSA duration: $85,973
Other Terms and Conditions: Service Name Description/Requirements/Other Matters All • The cost of HR Administration and Payroll vary by region and country as a result of country specific regulations and contracts This pricing structure will hold during the Term where access to systems currently utilized will be granted by the vendor and where vendor pricing does not change. If vendor pricing changes, pricing changes may be reflected in the pricing structure. Services subject to vendor authorization that will allow for applications associated with delivering the TSA services for the same period of time. Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed. Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs) Term: Extension will be granted but limited to two three month extensions
Body text (2)1;Body text (8)1;Process Area Description/Requirements/Other Matters Other Terms • Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed. • Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs) • Term: Extension will be granted but limited to two three month extensions • All misdirected TIPS charges (i.e. variable charges that are billed to the Provider but are the liability of the Recipient) will be charged back to the Recipient
Xxxxxxx Controls / Adient Service Schedule for: Information Technology Services Schedule Name: Information Technology Services: Application run/maintain and infrastructure services Provider: Xxxxxxx Controls Recipient: Adient Duration: As specified below The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing ID Area Function Duration (months) 1.1 Identity Management Identity and Access Management for TSA’d applications 5 1.2 Office365 Services Email forwarding, SharePoint & Skype will be provided to 3 service recipient during the migration period. There is no service level guarantee for the stability and availability of this service during TSA duration. 1.4 HCM Applications PeopleSoft / Identity 17 1.4HCM Applications Workday / SaaS 2 1.4 HCM Applications PeopleSoft / Identity - YFAI 17 1.4 HCM Applications Workday / SaaS - YFAI 2 1.4 Maximo Application Support 4 1.5 Projects JCI Support for Adient Projects 2 - 4 1.6 Microsoft Services 11 Total: $6,361,067 (FY17 & FY18) IT TSA cost for internal provider resources: As part of the process to exit IT TSA services, all requests outside of services defined will be charged to the Recipient on a T&M basis.
Process Area Description/Requirements/Other Matters Other Terms • Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed. • Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs) • Term: Extension will be granted but limited to two three month extensions All misdirected TIPS charges (i.e. variable charges that billed to the Provider but are the liability of the Recipient) will be charged back to the Recipient
BBody text (7);Heading #1;Body text (8)1;Adient/Xxxxxxx Controls Service Schedule for: Sales and Marketing Services Schedule Name: Sales and Marketing Provider: Adient Recipient: Xxxxxxx Controls Duration: Eight (8) Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing: Process Area Market Forecast Report (supplier vehicle production data) Total for TSA duration: $90,646 Body text (2)1;Body text (5)1;Body text (7);Total for TSA duration: $90,646 1. Other Terms and Conditions: Service Name Description/Requirements/Other Matters Exit Support: Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs) Term: The term will be capped at eight (8) months Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed.
Xxxxxxx Controls Service Schedule for: China Support Center Shanghai SOHO (“SOHO”) Facility Schedule Name: China Support Center Shanghai SOHO (“SOHO”) Facility Provider: Adient Recipient: Xxxxxxx Controls Duration: 6 Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing: Service Description Pricing (RMB) Furniture Rental 51,420 per month 2. Other Terms and Conditions: • All charges between parties in local currency, RMB. • Actual changes to pricing will be calculated upon termination of service(s). Upon termination, there may be additional costs or cost reductions to be agreed upon in good faith between the Provider and Recipient. • Exit Support: Service Recipient will be responsible for all exit-related costs (internal service-provider costs will based on mutually agreed upon time-and-material costs).
Xxxxxxx Controls / Adient Service Schedule for: China Support Center Shanghai SOHO (“SOHO”) Facility Schedule Name: China Support Center Shanghai SOHO (“SOHO”) Facility Provider: Xxxxxxx Controls Recipient: Adient Duration: 1 Month The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing: Service Description Pricing (RMB) Total Monthly lease cost 926,394 per month 2. Other Terms and Conditions: All charges between parties in local currency, RMB. Actual changes to pricing will be calculated upon termination of service(s). Upon termination, there may be additional costs or cost reductions to be agreed upon in good faith between the Provider and Recipient. • Exit Support: Service Recipient will be responsible for all lease exit-related costs
Xxxxxxx Controls / Adient Service Schedule for: Travel and Entertainment (Credit Card Services) Schedule Name: Travel and Entertainment (Asia Credit Card Services) Provider: Xxxxxxx Controls Recipient: Adient Duration: 12 Months The services described in this Service Schedule shall be provided subject to the terms described in the Transition Services Agreement (“Agreement”). Unless otherwise defined herein, all terms used but not defined herein shall have the meanings assigned to them in the Agreement. This Service Schedule shall govern areas not specifically provided in the Agreement. Where there is more specific provisions in this Service Schedule than the Agreement, this Service Schedule shall govern. 1. Services and pricing: Services supported in USD ($) Total Asia Credit Card administration $ 46,512. & Credit Card Program - Implementation 2. Other Terms and Conditions: Service Name Description/Requirements/Other Matters All • Exit Support: Recipient will be responsible for all exit-related costs (internal service- provider costs will based on mutually agreed upon time-and-material costs) Termination: In the event of a partial termination, a simple price-adjustment mechanism should be mutually agreed upon to ensure that the monthly charges are based on the actual services consumed