0001193125-14-327616 Sample Contracts

TAX MATTERS AGREEMENT by and between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL, INC. Dated as of [—], 2014
Tax Matters Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York

TAX MATTERS AGREEMENT dated as of September 30, 2014 (this “Agreement”) by and between Automatic Data Processing, Inc., a Delaware corporation (“ADP”) and CDK Global, Inc., a Delaware corporation whose sole shareholder is ADP (“Dealer” and, together with ADP, each, a “Party” and collectively, the “Parties”).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of [—], 2014
Separation and Distribution Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2014, by and between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP (each, a “Party” and collectively, the “Parties”).

EMPLOYEE MATTERS AGREEMENT by and between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of [—], 2014
Employee Matters Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York

EMPLOYEE MATTERS AGREEMENT dated as of [ ], 2014 (this “Agreement”), by and between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP (each, a “Party” and collectively, the “Parties”).

TRANSITION SERVICES AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of [—], 2014
Transition Services Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2014, between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company. ADP and Dealer shall be separately referred to herein as a “Party” and together as the “Parties.”

INTELLECTUAL PROPERTY TRANSFER AGREEMENT
Intellectual Property Transfer Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York

INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the “Agreement”), dated as of [—], 2014 between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware [limited liability company] (each, a “Party” and collectively, the “Parties”).

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