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Form of Transition Services Agreement

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Exhibit 10.2

[FORM OF TRANSITION SERVICES AGREEMENT]

This TRANSITION SERVICES AGREEMENT (this " Agreement" ), dated as of [ullet ], 2008, is by and between Kraft Foods Global, Inc., a Delaware corporation (together with its applicable affiliates, " Service Provider" ), and Ralcorp Holdings, Inc., a Missouri corporation (" Service Receiver" ).

WITNESSETH : WHEREAS, Kraft Foods, Inc., Cable Holdco, Inc., Service Receiver, and Ralcorp Mailman LLC (a subsidiary of Service Receiver) have entered into an RMT Transaction Agreement dated as of November 15, 2007 (the " RMT Transaction Agreement" );

WHEREAS, in connection with the RMT Transaction Agreement, Service Receiver and Service Provider desire that Service Provider provide Service Receiver with certain transition services as set forth herein; and WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the RMT Transaction Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and for 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:

ARTICLE I.

Transition Services. 1.1. General. During the term of this Agreement as set forth in Section 6.1 below (the " Transition Period" ), unless earlier terminated by Service Receiver, Service Provider shall provide, or cause its affiliates to provide, to Service Receiver or its affiliates from the Closing Date and for the period of time and charges described on Annex A attached hereto with respect to each of the services, each of the services set forth on Annex A (the " Services" ). All Services to be performed in Canada pursuant to Annex A shall be provided by a Canadian affiliate of Service Provider. 1.2. Standard of Care. The Services shall be provided in the manner and at a relative level of service consistent in all material respects with that provided by Service Provider or its affiliates to the Business immediately prior to the Closing Date. Service Receiver agrees to purchase and pay for the Services as provided for herein. Service Provider will provide no services other than those set forth on Annex A or as provided for in Section 1.5 unless otherwise mutually agreed by Service Provider and Service Receiver; without limiting the foregoing, the Services shall not include any tax, regulatory compliance, legal or other related services.

1.3. Third Party-Owned Software; Consents. In addition to the charges set forth on Annex A, Service Receiver agrees to pay any amounts that are required to be paid to any licensors of software or any third-party service providers that are used in connection with the

provision of any Services hereunder, including any amounts that are required to be paid to any such licensors or other third parties to obtain the consent of such licensors or other third parties to provide any of the Services hereunder.

1.4. Other Third Party Services. To the extent that Service Provider requires other third party services (the costs of which are not reflected on or included in the charges set forth on Annex A) in order to perform one or more of the functions described in Annex A, Service Provider shall receive prior written consent (to be provided in sufficient time for Service Provider to procure such Services) from Service Receiver prior to obtaining those third party services, it being understood that if Service Receiver shall withhold such consent, Service Provider' s obligation to provide such Services shall terminate. If Service Receiver provides its written consent in connection with obtaining such third party services, Service Receiver shall bear the costs of any such third party services on a pass through basis.

1.5. Non-Assigned Contracts. In the event that any Contracts relating to the Business are not included in the Assigned Contracts, the benefits of such Contracts are not being provided to Service Receiver pursuant to Annex A hereto, Services provided under this Agreement do not otherwise provide Service Receiver with equivalent benefits, and the type of benefits provided under such Contract are not reasonably available to Service Receiver from third party sources, at Service Receiver' s request Service Provider shall use commercially reasonable efforts to provide the benefits of such Contract to Service Receiver as an additional Service under this Agreement (with service fees consistent with the fees set forth for similar Services under this Agreement, and Service Receiver will reimburse Service Provider for any out of pocket costs it incurs in connection with such Contract), provided that in no case shall Service Provider be required to amend or modify any existing contract in order to provide the Services. 1.6. System Upgrades. Service Provider will have no obligation to upgrade, enhance or otherwise modify any services or any computer hardware, software or network environment currently used by Service Provider or to provide any support or maintenance services for any computer hardware, software or network environment that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently used by Service Provider. In the event that Service Provider makes any such upgrade, enhancement or other modification on a system-wide basis, Service Provider shall be permitted to make such upgrade, enhancement or other modification even if it requires a modification on behalf of Service Receiver at its own expense in order to continue receiving Services; provided , however, if such upgrade, enhancement or other modification requires a modification on behalf of Service Receiver, Service Provider shall provide at least thirty (30) days' written notice to Service Receiver prior to making such upgrade, enhancement or other modification. 1.7. Service Receiver Instructions. Service Receiver acknowledges that some of the Services require instructions and information from Service Receiver, which Service Receiver agrees to provide, to the extent practicable, to Service Provider in sufficient time for Service Provider or its affiliates to provide or procure such Services. Service Receiver shall pay any additional costs or expenses resulting from any delay by Service Receiver in providing such instructions.


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1.8. Subcontractors . Service Provider shall have the right, directly or through one or more affiliates, to hire or engage one or more subcontractors or other third parties (each, a " Subcontractor" ) to perform all or any of its obligations under this Agreement; provided that Service Provider shall remain ultimately responsible for the performance or non-performance of any Subcontractor and for ensuring that the obligations with respect to the nature, quality and standards of care set forth in this Agreement are satisfied with respect to any services provided by any Subcontractor.

1.9. Title to Equipment . Except as provided in the RMT Transaction Agreement, all tools, equipment, facilities, and other resources proprietary to and used by Service Provider, any of its affiliates or any third party service provider in connection with the provision of Services hereunder (collectively, the " Equipment" ) shall remain the property of Service Provider, its affiliates or such third party service provider and, except as otherwise provided herein, shall at all times be under the sole direction and control of Service Provider, its affiliates or such third party service provider.

1.10. Management and Control . Except as otherwise provided herein, management of, and control over, the provision of the Services (including the determination or designation at any time of the equipment, employees and other resources of Service Provider, its affiliates, or any third party service provider to be used in connection with the provision of the Services) shall reside solely with Service Provider. Without limiting the generality of the foregoing, all labor matters relating to any employees of Service Provider, its affiliates and any third party service provider shall be within the exclusive control of such parties. Service Provider shall be solely responsible for the payment of all salary and benefits and all income tax, social security taxes, unemployment compensation, tax, workers' compensation tax, other employment taxes or withholdings, and premiums and remittances with respect to employees of Service Provider and its affiliates used to provide Services.

ARTICLE II.

Use of Intellectual Property 2.1. Licensed Technology . Subject to the terms and conditions of this Agreement, Service Receiver hereby grants to Service Provider royalty-free, non-exclusive, non-transferable, license to use the Assigned Patents and the Assigned Trade Secrets (collectively referred to herein as the " Licensed Technology" ) only in connection with the provision of Services during the Term.

2.2. Service Provider acknowledges and agrees that Service Receiver owns, and shall continue to own, all right, title, and interest in, to, and under any and all of the Licensed Technology. All use of the Licensed Technology by Service Provider in connection with its provision of the Services identified in this Agreement shall inure solely to the benefit of Service Receiver. Service Provider acknowledges and agrees that its use of the Licensed Technology pursuant to this Agreement shall not vest in Service Provider any right, title, or ownership in the Licensed Technology. 2.3. Service Receiver shall have the sole and exclusive right to file any additional patent applications and/or copyright applications, as the case may be, on any of the Licensed


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Technology. Service Provider shall not, directly or indirectly, patent, register, apply for patent or registration, or otherwise attempt to acquire any legal protection in or for the Licensed Technology and/or any other proprietary rights related to the Licensed Technology.

2.4. Service Receiver' s Marks . Subject to the terms and conditions of this Agreement, Service Receiver hereby grants to Supplier a royalty-free, non-exclusive, non-transferable, license to use Service Receiver' s Marks (as defined in Section 2.8 below) only in connection with the provision of Services during the Term.

2.5. Service Provider acknowledges and agrees that Service Receiver owns all right, title, and interest in, to, and under the Assigned Marks used in connection with the Products manufactured or sold in connection with the Business, and that Service Receiver also owns the goodwill related to such marks and to the business and goods in relation to which such marks have been used. Service Provider, in connection with its use of Service Receiver' s Marks for purposes of providing the Services required by this Agreement, shall not directly or indirectly do or suffer to be done any act or thing that might in any way adversely affect any rights of Service Receiver in, to, or under any of Service Receiver' s Marks, or which might reduce the value thereof or detract from their reputation, image or prestige unless such result is a necessary by-product of the Services provided. All uses of Service Receiver' s Marks under this Agreement, and any and all goodwill generated by use of Service Receiver' s Marks to provide the Services, shall inure solely to the benefit of Service Receiver. Service Provider acknowledges and agrees that its use of Service Receiver' s Marks pursuant to this Agreement shall not vest in Service Provider any right, title or ownership in any of Service Receiver' s Marks.

2.6. Service Provider agrees that all Services provided by it using Service Receiver' s Marks will be of high quality and shall be at least equal in quality to the quality of Services or comparable services provided by Service Provider as of the Closing Date. 2.7. Service Receiver consents to Service Provider' s use of Service Receiver' s Marks in any manner and for any purpose substantially similar to the uses made by Service Provider in connection with the Business prior to the Closing Date and to all uses that Service Provider in good faith deems reasonable, necessary or required in order for Service Provider to comply with the terms of this Agreement and to provide the Services required by this Agreement.

2.8. For purposes of this Agreement, " Service Receiver' s Marks" means the Assigned Marks and all other U.S. or foreign trademarks, service marks, trade dress, trade names, symbols, characters, emblems, insignia, slogans, common law trademarks, product names, logos, label designs, product packaging and other indicia of origin owned by Service Receiver, all U.S., foreign, community, protocol, international, and other applications to register and registrations therefore, all renewals and extensions of any of the foregoing, and the goodwill associated with any and all of the foregoing.

ARTICLE III.

Billing and Payment.

3.1. Service Provider (or its Canadian affiliate, as applicable) will submit reasonably detailed invoices to Service Receiver for its charges for Services provided under this Agreement


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at the end of each accounting month during the Transition Period, and for so long as Service Provider (or its Canadian affiliate, as applicable) is providing Cash Processing Services, such invoices shall be paid as provided in Section 3.2. Thereafter, Service Receiver agrees to pay all such invoices promptly, by wire transfer in accordance with the instructions provided by Service Provider (in writing to Service Receiver) not later than 30 days following receipt by Service Receiver of Service Provider' s invoice. Service Receiver shall be entitled to receive from Service Provider (or its Canadian affiliate, as applicable) any appropriate and reasonable support documentation for any such invoices. Should Service Receiver dispute any portion of any invoice, Service Receiver must notify Service Provider in writing of the nature and the basis of the dispute within 30 days after the date of the receipt of the applicable invoice, after which time Service Receiver shall have waived any rights to dispute. Service Receiver will not offset any amounts owing to it by Service Provider (or its Canadian affiliate) against amounts payable by Service Receiver hereunder, under the RMT Transaction Agreement or under any of the other Collatera
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