FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED [●], 2021Separation and Distribution Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Verint Systems Inc., a Delaware corporation (“VSI”), and Cognyte Software Ltd., a company organized under the laws of the State of Israel (“SpinCo”). Capitalized terms used herein and not otherwise defined will have the respective meanings assigned to them in Article I.
FORM OF TRANSITION SERVICES AGREEMENT BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED [●], 2021Transition Services Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
THIS TRANSITION SERVICES AGREEMENT dated [●], 2021 (this “Agreement”), is between Verint Systems Inc., a Delaware corporation (“VSI”), and Cognyte Software Ltd., a company organized under the laws of the State of Israel (“SpinCo”). VSI and SpinCo are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
FORM OF TRADEMARK CROSS LICENSE AGREEMENTTrademark Cross License Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This TRADEMARK CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of [●], 2021 (the “Effective Date”) by and between Verint Systems Inc. (“VSI”), a Delaware corporation and Cognyte Software Ltd. (“SpinCo”), an Israeli corporation. VSI and SpinCo may also be referred to individually as a “Party” or collectively as “Parties”.
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED AS OF [DATE]Employee Matters Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [DATE], is by and between Verint Systems Inc., a Delaware corporation (“Parent”), and Cognyte Software Ltd., a company organized under the laws of the State of Israel (“SpinCo”).
FORM OF TAX MATTERS AGREEMENT BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED AS OF [●], 2021Tax Matters Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) dated as of [●], 2021, is between Verint Systems Inc., a Delaware corporation (“VSI”), and Cognyte Software Ltd., an Israeli company limited by shares (“SpinCo”).
FORM OF INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTIntellectual Property Cross License Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of [●], 2021 (the “Effective Date”) by and between Verint Systems Inc. (“VSI”), a Delaware corporation having an office at 175 Broadhollow Road, Melville, New York 11747 USA and Cognyte Software Ltd. (“SpinCo”), an Israeli corporation having an office at 33 Maskit, Herzliya Pituach 4673333 Israel. VSI and SpinCo may also be referred to individually as a “Party” or collectively as “Parties”.
