0001193125-13-219899 Sample Contracts

AMENDED AND RESTATED MASTER SEPARATION AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATION
Master Separation Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This Amended and Restated Master Separation Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint,” with each of Compuware and Covisint a “Party,” and together, the “Parties”).

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FORM OF REGISTRATION RIGHTS AGREEMENT Dated , 2013 between COMPUWARE CORPORATION and COVISINT CORPORATION
Registration Rights Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This REGISTRATION RIGHTS AGREEMENT is dated as of the th day of , 2013 (this “Agreement”), between Compuware Corporation, a Michigan corporation (“Compuware”) and Covisint Corporation, a Michigan corporation (“Covisint,” with each of Compuware and Covisint, a “Party,” and together, the “Parties”).

AMENDED AND RESTATED TAX SHARING AGREEMENT dated as of May 13, 2013 by and among COMPUWARE CORPORATION AND ITS AFFILIATES and COVISINT CORPORATION AND ITS AFFILIATES
Tax Sharing Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This Amended and Restated Tax Sharing Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), by and among Compuware Corporation, a Michigan corporation (“Compuware”), each Compuware Affiliate (as defined below), Covisint Corporation, a Michigan corporation and currently an indirect, wholly-owned subsidiary of Compuware (“Covisint”), and each Covisint Affiliate (as defined below) is entered into in connection with the Contribution (as defined below). Compuware, each Compuware Affiliate, Covisint, and each Covisint Affiliate are sometimes referred to herein separately as a “Party” and collectively as the “Parties”.

COMPUWARE SERVICES AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATION
Compuware Services Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This Compuware Services Agreement, dated as of May 13 2013, but effective as of January 1, 2013 (the “Effective Date”), is by and between Covisint Corporation, a Michigan corporation (“Covisint”), and Compuware Corporation, a Michigan corporation (“Compuware”). Covisint and Compuware are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in ARTICLE I hereof.

AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATION
Intellectual Property Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This Amended and Restated Intellectual Property Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), is between Compuware Corporation, a Michigan corporation (“Compuware”) on behalf of itself and the Compuware Entities, and Covisint Corporation, a Michigan corporation (“Covisint”) (Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in ARTICLE I hereof.

AMENDED AND RESTATED EMPLOYEE BENEFITS AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATION
Employee Benefits Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This Amended and Restated Employee Benefits Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), is by and between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation and a wholly owned subsidiary of Compuware (“Covisint”). Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”.

AMENDED AND RESTATED SHARED SERVICES AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATION
Shared Services Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

This Amended and Restated Shared Services Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), is by and between Covisint Corporation, a Michigan corporation (“Covisint”), and Compuware Corporation, a Michigan corporation (“Compuware”). Covisint and Compuware are sometimes referred to herein separately as a “Party” and together as the “Parties”.

CONTRIBUTION AGREEMENT by and between COMPUWARE CORPORATION and COVISINT CORPORATION January 1, 2013
Contribution Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan

THIS CONTRIBUTION AGREEMENT, effective as of January 1, 2013 (the “Effective Date”), by and between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint”). Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”.

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