SEPARATION AND DISTRIBUTION AGREEMENT by and between International Business Machines Corporation and Kyndryl Holdings, Inc. Dated as of November 2, 2021Separation and Distribution Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT by and between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of November 2, 2021Tax Matters Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • Delaware
This TAX MATTERS AGREEMENT (including the Schedules hereto, this “Agreement”), is entered into as of November 2, 2021 between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
INTELLECTUAL PROPERTY AGREEMENT by and between International Business Machines Corporation and Kyndryl, Inc. Dated as of November 2, 2021Intellectual Property Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
INTELLECTUAL PROPERTY AGREEMENT, dated as of November 2, 2021 (this “Agreement”), by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl, Inc., a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT By and Between International Business Machines Corporation and KYNDRYL HOLDINGS, INC. Dated as of November 2, 2021Employee Matters Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
IBM International Client Relationship AgreementIbm International Client Relationship Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
This IBM International Client Relationship Agreement (Agreement or iCRA) includes Part 1 – General Terms and Part 2 – Country Required Terms. This Agreement governs transactions by which Client may order Programs, Cloud and other Services, Machines and Appliances (collectively IBM Products) and third party products and services (Non-IBM Products). Transaction Documents (TDs) and Attachments detail the specifics of transactions such as charges and a description of and information about the Product. Examples of TDs include statements of work, service descriptions, ordering documents, supplements, or invoices. Attachments provide supplemental terms that apply to certain types of Products, such as product capacity or trial services. In the event of conflict, an Attachment prevails over this Agreement and a TD prevails over both the Agreement and any Attachment and only applies to the specific transaction.
TRANSITION SERVICES AGREEMENT by and between INTERNATIONAL BUSINESS MACHINES CORPORATION and KYNDRYL, INC. November 2, 2021Transition Services Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • New York
TRANSITION SERVICES AGREEMENT (this “TSA”), effective as of November 3, 2021 (the “Effective Date”), by and between International Business Machines Corporation, a New York corporation (“IBM” or “Seller”), and Kyndryl, Inc., a Delaware corporation (“Buyer”) (each a Party and, collectively, the “Parties”).
Kyndryl Equity Award AgreementEquity Award Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here.
Master Subcontracting Framework AgreementMaster Subcontracting Framework Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
This Master Subcontracting Framework Agreement (“Framework Agreement”) effective November 3, 2021 (“Framework Effective Date”) is between International Business Machines Corporation (“IBM”) and Kyndryl, Inc. (“Kyndryl”) (each a “Party” and collectively, the “Parties”).
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of November 2 , 2021 (this “Agreement”), is by and between International Business Machines Corporation, a New York corporation (“IBM”), and Kyndryl Holdings, Inc., a Delaware corporation (“Kyndryl”).
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is entered into on November 2, 2021, by and between International Business Machines Corporation, a New York corporation (“Parent”), and Kyndryl Holdings, Inc., a Delaware corporation (“SpinCo”).
Kyndryl Equity Award AgreementEquity Award Agreement • November 4th, 2021 • Kyndryl Holdings, Inc. • Services-computer processing & data preparation
Purpose The purpose of this Award is to retain selected employees and executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stated here.
