PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENTPatent and Technology Cross-License Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This Patent and Technology Cross-License Agreement (“Agreement”) is made as of [•], 2023 by and between NCR Corporation, a Maryland corporation, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 (“NCR”), and NCR ATMCo, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 [name and address to be updated if/as changed prior to the Effective Date] (“ATMCo”). (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
SEPARATION AND DISTRIBUTION AGREEMENT by and between NCR CORPORATION and [ATMCo] Dated as of [•], 2023Separation and Distribution Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [•], 2023, by and between NCR Corporation, a Maryland corporation (“NCR”), and NCR ATMCo, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date (“ATMCo”) (each a “Party” and together, the “Parties”).
TRADEMARK LICENSE AND USE AGREEMENTTrademark License and Use Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This Trademark License and Use Agreement (“Agreement”) is made and effective as of September [•], 2023 by and between [NCR Corporation, a Maryland corporation, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 (“NCR”), and NCR ATMCo, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [•]] prior to the Distribution Date, having a principal place of business at 864 Spring Street NW, Atlanta, Georgia 30308 [name and address to be updated if/as changed prior to the Effective Date] (“ATMCo”)]. (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
TAX MATTERS AGREEMENT by and between NCR CORPORATION and [ATMCo] Dated as of [●]Tax Matters Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [●] by and between NCR Corporation, a Maryland corporation (“NCR”), and NCR ATMCo, LLC, a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [●]] prior to the Distribution Date (“ATMCo”) (each a “Party” and together, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NCR CORPORATION AND [ATMCo] Dated as of [•], 2023Transition Services Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], 2023 (the “Effective Date”), between NCR Corporation, a Maryland corporation (“NCR”), and [•], a [Maryland] corporation (“ATMCo”). “Party” or “Parties” means NCR or ATMCo, individually or collectively, as the case may be.
EMPLOYEE MATTERS AGREEMENT by and between NCR CORPORATION and [ATMCo] DATED AS OF [●], 2023Employee Matters Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • Maryland
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [●], 2023 (the “Effective Date”), by and between NCR Corporation, a Maryland corporation (“NCR”), and [●], a Delaware limited liability company, to be converted to a Maryland corporation [and renamed [●]] prior to the Distribution Date (“ATMCo”) (each a “Party” and together, the “Parties”).
MASTER SERVICES AGREEMENTMaster Services Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers) • New York
This MASTER SERVICES AGREEMENT (this “Master Agreement”), dated as of [•], 2023 (the “Effective Date”), is entered into between NCR [RemainCo] Corporation, a Maryland corporation (“NCR”), and [•], a [Maryland] corporation (“ATMCo”). “Party” or “Parties” means NCR and/or ATMCo, individually or collectively, as the case may be.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • July 21st, 2023 • NCR ATMCo, LLC • Calculating & accounting machines (no electronic computers)
As evidenced by the signatures below of their respective authorized officers, NCR Corporation and Terafina Software Solutions Private Limited (collectively “NCR”) and NCR Corporation India Private Limited (“Supplier”) (each, a “Party” and together, the “Parties”) enter into this Manufacturing Services Agreement, which consists of (a) the terms and conditions on this cover page, (b) the attached General Terms and Conditions, (c) the Exhibits and Attachments attached to the General Terms and Conditions and (d) the NCR Supplier Quality Manual, each effective as of the Commencement Date (collectively, the “Agreement”).
