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Information Technology Transition Services Agreement

This is an actual contract by Baldwin Piano & Organ.

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Sectors: Retail
Governing Law: Ohio, View Ohio State Laws
Effective Date: January 26, 2001
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THIS INFORMATION TECHNOLOGY TRANSITION SERVICES AGREEMENT (this "Agreement") dated as of January 26, 2001, is made by and between Ayrshire Electronics LLC, a Kentucky limited liability company ("Buyer"), and Baldwin Piano & Organ Company, a Delaware corporation ("Baldwin").


WHEREAS, contemporaneously with the execution and delivery of this Agreement, Buyer is purchasing substantially all of the business assets of Baldwin's contract electronics division located in Fayetteville, Arkansas, (the" Contract Electronics Business"), pursuant to that certain Asset Purchase Agreement of even date herewith (the "Purchase Agreement") by and between Baldwin and Buyer.

WHEREAS, for a limited period of time after the Closing of the Purchase Agreement Buyer would like Baldwin to continue to provide certain information technology services on behalf of Buyer in connection with its operation of the Contract Electronics Business.

WHEREAS, Baldwin is willing to provide such information technology services for the benefit of Buyer pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:

1. GENERAL. All capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement. Whenever this Agreement requires the parties to take any action, such requirements shall be deemed to include an undertaking on the part of such party to cause any Subsidiary or successor thereof to take such action.

2. ACCESS RIGHTS. During the term of this Agreement, Buyer shall be entitled to have access to and use the following computer hardware, software and data in a manner substantially similar to the manner in which Baldwin accessed and used such items to operate the Contract Electronics Business prior to the Closing:

A. Baldwin's AS/400 computer (the "AS/400"), located at Baldwin's corporate headquarters in Mason, Ohio, via the associated data communication line and equipment for the limited purpose of storing, retrieving and processing data related to the Contract Electronics Business and to use certain software as more fully described in this Agreement.

B. The Computer Associates, Inc. PRMS Business Software Suite (Version


8.4) as currently maintained on the AS/400 (the "Business Software"); provided, however, that Buyer enters into a Term License Agreement with Computer Associates, Inc. permitting such use of the Business Software. Such Business Software includes the following modules or functions: Financials, Material Management, Manufacturing, Accounts Receivable, Accounts Payable, General Ledger, and Sales and Order Entry and the fees associated with the Business Software shall be paid by Baldwin.

C. Baldwin will continue to use the Cyborg Payroll and Human Resource Software (version 3.0) on the AS 400 to process data and information in connection with the employees of the Contract Electronics Business.

D. Baldwin's Custom Application written in RPG/400 language.

3. ADDITIONAL SERVICES. During the term of this Agreement, Baldwin agrees to provide the following related services in connection with the AS/400 and Business Software:

A. Routine programming, support and maintenance of the AS/400 and the Business Software in a manner substantially similar to the manner in which Baldwin performed such services to operate the Contract Electronics Business prior to the Closing.

B. Disaster recovery services in the event of a failure of or damage to the AS/400 and/or data maintained thereon.

C. On a time and materials basis, Baldwin will help train Buyer personnel and
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