FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among R. R. DONNELLEY & SONS COMPANY, LSC COMMUNICATIONS, INC. and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of [●], 2016Separation and Distribution Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and among R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), LSC Communications, Inc., a Delaware corporation (“LSC”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD, LSC and Donnelley Financial is referred to herein as a “Party” and collectively, as the “Parties”.
PATENT ASSIGNMENT AND LICENSE AGREEMENTPatent Assignment and License Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This PATENT ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of the LSC Distribution Date (as defined below), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
TRADEMARK ASSIGNMENT AND LICENSE AGREEMENTTrademark Assignment and License Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of the LSC Distribution Date (as defined herein), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
DATA ASSIGNMENT AND LICENSE AGREEMENTData Assignment and License Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This DATA ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of the LSC Distribution Date (as defined herein), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
TAX DISAFFILIATION AGREEMENT BETWEEN R. R. Donnelley & Sons Company AND LSC Communications, Inc. dated as of [ ], 2016Tax Disaffiliation Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of [●], 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRD (“LSC” and, together with RRD, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
TRANSITION SERVICES AGREEMENT by and between DONNELLEY FINANCIAL SOLUTIONS, INC. and LSC COMMUNICATIONS, INC. Dated as of [●], 2016Transition Services Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”) and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of Donnelley Financial and LSC is referred to herein as a “Party” and together, as the “Parties”.
Stockholder and Registration Rights Agreement by and between R. R. Donnelley & Sons Company and LSC Communications, Inc. Dated as of September [●], 2016Stockholder and Registration Rights Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Delaware
This Stockholder and Registration Rights Agreement (this “Agreement”) is made as of September [●], 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications, Inc., a Delaware corporation and wholly-owned subsidiary of RRD (“LSC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
TRADE SECRET LICENSE AGREEMENTTrade Secret License Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRADE SECRET LICENSE AGREEMENT (this “Agreement”), effective as of the LSC Distribution Date (as defined herein), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENT by and between R. R. DONNELLEY & SONS COMPANY and LSC COMMUNICATIONS, INC. Dated as of [●], 2016Transition Services Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and together, as the “Parties”.
