Service Addendum No. 2 to Service Agreement
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Service Addendum No. 2 to Service Agreement
Per Article 3 of the Service Agreement (the "Agreement") between The Dow Chemical Company ("TDCC") and Union Carbide Corporation ("UCC"), with an Effective Date of 6 February 2001, this Service Addendum specifies services and licenses which TDCC (or its designated Affiliate or contractor) is to perform pursuant to the terms and conditions of the Agreement.
- 1.
- Services and Use Rights. TDCC agrees, either directly or through Affiliates or contractors, to provide to UCC the services and use
rights necessary for UCC to perform its obligations under the Service and Complementary Assets Agreement between UCC and Union Polymers SDN. BHD. ("UPSB"), an Affiliate of UCC dated August 1,
2001 (UPSB Agreement), including Addendum 1 (Information Systems Services), Addendum 2 (License of Complementary Assets), and Addendum 3 (Miscellaneous Administrative and Support
Services) copies of which have been provided to TDCC.
- 2.
- Cost and Payment.
- 2.1
- In
respect to Implementation Services (as defined in Service Addendum 1 of the UPSB Agreement), UCC shall pay TDCC the amount specified in Paragraph 3a of Addendum 1 of the
UPSB Agreement or shall authorize TDCC to invoice UPSB directly for this amount.
- 2.2
- In
respect to ongoing Information Systems Services (as defined in Service Addendum 1 of the UPSB Agreement), UCC shall pay TDCC monthly fees calculated in accordance with
Section 5.1 of the Agreement or shall authorize TDCC to invoice UPSB directly for such fees. To the extent mutually agreeable between the Parties, certain projects may also be done on a fixed
fee basis.
- 2.3
- In
respect to Complementary Assets (as defined in Service Addendum 2 of the UPSB Agreement), UCC shall pay TDCC on a quarterly basis as described in Service Addendum 2 of the UPSB
Agreement or shall authorize TDCC to invoice UPSB directly for such fees.
- 2.4
- In
respect to all other services, UCC shall pay TDCC monthly fees calculated in accordance with Section 5.1 of the Agreement or shall authorize TDCC to invoice UPSB directly
for such fees.
- 2.5
- UCC shall remain responsible for the above referenced payments in the event that UPSB fails to pay any invoice issued directly UPSB by TDCC.
- 3.
- Term and Termination. TDCC may terminate any service or license relating to the UPSB Agreement upon thirty (30) days written
notice to UCC in the event UCC has not made timely payment to TDCC or UCC is in material breach of any other provision under the Agreement.
- 4.
- Relation between Service Addendum and Agreement. Except to the extent modified by this Service Addendum in respect to services and licenses for UPSB, the terms of the Agreement shall remain in full force and effect.
THE DOW CHEMICAL COMPANY |
UNION CARBIDE CORPORATION |
|||
By: |
By: |
|||
| Name: | Xxxxx X. Xxxxxx XX | Name: | Xxxxxx X. Xxxxxx | |
| Title: | Corporate Vice President, Electronic Business and Chief Information Officer |
Title: | Vice President and General Counsel | |
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