0001104659-19-073151 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This Indemnification Agreement (“Agreement”) is made as of ______________, 20__ by and between Arconic Corporation, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). Except as provided herein, this Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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FORM OF PATENT, KNOW-HOW, AND TRADE SECRET LICENSE AGREEMENT – HOWMET AEROSPACE INC. TO ARCONIC CORP.
Patent, Know-How, and Trade Secret License Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This Patent, Know-How, and Trade Secret License Agreement (the “Agreement”) is made and entered into as of this [ ] day of [ ], 2020 (the “Effective Date”), by and between ARCONIC INC., a corporation organized under the laws of Delaware (“Licensor”) and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (“Licensee”).

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FORM OF LEASE AND PROPERTY MANAGEMENT AGREEMENT
Lease and Property Management Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • New York

THIS LEASE AND PROPERTY MANAGEMENT AGREEMENT (this “Lease”) is entered into on this [ ] day of [ ], 2020 (“Effective Date”), by and between ARCONIC INC., a Delaware corporation with offices at 201 Isabella Street, Pittsburgh, PA 15212 ("Lessor"), and ARCONIC MASSENA LLC, a subsidiary of Arconic Inc. and a Delaware limited liability company with offices at 201 Isabella Street, Pittsburgh, PA 15212 (“Lessee”).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of the [ ] day of [ ], 2020 (the “Effective Date”), by and between ARCONIC ROLLED PRODUCTS CORP. a corporation organized under the laws of Delaware (“Licensor”) and ARCONIC INC., a corporation organized under the laws of Delaware (“Licensee”).

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FORM OF TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of the [ ] day of [ ], 2020 (the “Effective Date”), by and between ARCONIC INC., a corporation organized under the laws of Delaware (“Licensee”) and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (“Licensor”).

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ARCONIC INC. AND ARCONIC ROLLED PRODUCTS CORPORATION DATED AS OF [ ], 2020
Separation and Distribution Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2020 (this “Agreement”), is by and between Arconic Inc., a Delaware corporation (“Parent”), and Arconic Rolled Products Corporation, a Delaware corporation (“GRP&E/BCS SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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Form of Second Supplemental Tax and Project Certificate and Agreement
Second Supplemental Tax and Project Certificate and Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

This Second Supplement is executed and delivered in connection with the anticipated transfer of the Project from the Borrower to the Prospective Owner as part of a corporate separation plan involving certain of the Borrower’s businesses (the “Transaction”). In order to effectuate the Transaction, Borrower and GRP&E/BCS SpinCo have entered into a Separation and Distribution Agreement, dated as of [ ], 2020 (as it may be amended and in effect from time to time, the “Separation and Distribution Agreement”).

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FORM OF TAX MATTERS AGREEMENT
Tax Matters Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ] by and between Arconic Inc., a Delaware corporation (“Parent”), and Arconic Rolled Products Corporation, a Delaware corporation (“GRP&E/BCS SpinCo”) (collectively, the “Companies” and each, a “Company”).

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Form of Metal Supply & Tolling Agreement
Metal Supply & Tolling Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

This Metal Supply & Tolling Agreement (“Agreement”) is made by and between Arconic-Köfém Mill Products Hungary Kft, a Hungarian corporation (“Seller”) and Arconic-Köfém Kft, a Hungarian corporation (“Buyer”). Seller and Buyer can be referred to as a “Party” individually or “Parties” collectively.

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FORM OF MASTER AGREEMENT FOR PRODUCT SUPPLY
Master Agreement for Product Supply • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This MASTER AGREEMENT FOR PRODUCT SUPPLY (this “Agreement”) is made as of [ ], by and between Arconic Massena LLC, Arconic Lafayette LLC and Arconic Davenport LLC, all Delaware limited liability companies (“Seller”) and Arconic Inc., a Delaware corporation on behalf of its Engineered Structures business (“Buyer”) (collectively “Parties”).

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FORM OF SERVICE LEVEL AGREEMENT CENTRAL ENGINEERING AND MAINTENANCE
Service Level Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

This Service Level Agreement (“Agreement”) is by and between Arconic-Köfém Kft (“Service Provider”), and Arconic-Köfém Mill Products Hungary Kft as buyer (“Buyer”) on [ ], 2020 (“Effective Date”) based upon the terms and conditions below.

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FORM OF Land Use Right AGREEMENT
Land Use Right Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

(Mill Products and Arconic are hereinafter individually referred to as a "Party" and collectively referred to as the "Parties").

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FORM OF Land Use Right AGREEMENT
Land Use Right Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

(Arconic and Mill Producst are hereinafter individually referred to as a "Party" and collectively referred to as the "Parties").

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Form of Service Level Agreement Energy, Steam & Water
Service Level Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

By and between Arconic-Köfém Kft1-15 Verseci u., Szekesfehervar Registration No. 07-09-001598 Bank Account No. 10800007-12876019 Citibank Hungary ZRt Taxation No. 10584215-2-44 Hereinafter Service Provider

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FORM OF use AGREEMENT
Use Agreement • December 17th, 2019 • Arconic Rolled Products Corp • Rolling drawing & extruding of nonferrous metals

(Arconic and Mill Products hereinafter individually referred to as a "Party" or a "Co-Owner", collectively as the "Parties" or the "Co-Owners").

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