EXHIBIT 10.8
TRANSITION SERVICES AGREEMENT
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THIS TRANSITION SERVICES AGREEMENT dated as of February 8, 1999, by and
between ARCH CHEMICALS, INC., a Virginia corporation ("ARCH"), and ▇▇▇▇
CORPORATION, a Virginia corporation ("OLIN").
WITNESSETH:
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WHEREAS, OLIN and ARCH have entered into a Distribution Agreement (as
defined below);
WHEREAS, pursuant to the Distribution Agreement, OLIN has agreed to
transfer certain assets and businesses constituting the Arch Assets and the Arch
Business, respectively (each as defined in the Distribution Agreement) to ARCH;
WHEREAS, prior to the Distribution Date (as defined in the Distribution
Agreement), the Arch Business has received various support services from, and
provided various support services to, OLIN and its subsidiaries; and
WHEREAS, following the Distribution Date, OLIN and ARCH desire that for a
period of transition and for purposes of continuity, OLIN continue to provide
certain services to ARCH and its subsidiaries and that ARCH continue to provide
certain services to OLIN and its subsidiaries, all in a manner and amount as
historically provided prior to the Distribution Date, and on terms and
conditions as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, OLIN and ARCH agree as follows:
1. Definitions.
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The following terms have the meanings hereinafter assigned to them:
"ARCH Services" means each Service listed on Exhibit A hereto.
"Confidential Information" means any and all information owned or
controlled by a Party and disclosed to the receiving Party by a disclosing Party
pursuant to this Agreement, in any form such as, but not limited to, visual,
oral, written, graphic, electronic or model form, including but not limited to,
know-how and trade secrets, whether of a business or a technical nature, whether
patented or not, and whether in the laboratory, pilot plant or commercial plant
stage (including without limitation, drawings, operating conditions,
specifications, safety instructions, environmental recommendations, emergency
instructions).
"Customer" means (i) with respect to OLIN Services, ARCH and its
subsidiaries and (ii) with respect to ARCH Services, OLIN and its subsidiaries.
"Distribution Agreement" means that certain Distribution Agreement, dated
as of February 1, 1999, by and between ARCH and OLIN.
"Employee Benefits Information" means information relating to the
administration of ARCH's and OLIN's employee benefit programs as provided in
Exhibits attached hereto, including but not limited to information and/or data
submitted for reimbursement of, or in support of, any benefits claim (including
but not limited to health, counseling, medical, dental, or disability claims).
"Governmental Authority" means any federal, state or local government,
governmental authority, regulatory or administrative agency, governmental
commission, board, bureau, court or tribunal or any other similar arbitral body.
"OLIN Services" means each Service listed on Exhibit B hereto.
"Party" or "Parties" means either ARCH or OLIN or both of them.
"Prime Rate" means the rate of interest published as the "Prime Rate" in
the Wall Street Journal under the title "Money Rates" and defined therein as
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being the base rate on corporate loans at large money center commercial banks
(or if no longer published, an equivalent rate agreed by the Parties).
"Provider" means (i) with respect to OLIN Services, OLIN and (ii) with
respect to ARCH Services, ARCH.
"Services" means the furnishing, supply, distribution and delivery of each
service as set forth in Exhibit A or Exhibit B hereto to be provided by or on
behalf of a Party pursuant to the terms and conditions of this Agreement.
"Service Charge" - See Section 4 hereof.
"Service Description" means the description of each individual Service
respectively provided in Exhibits A and B.
"Standard of Care" - See Section 2(b) hereof.
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2. Services.
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(a) Subject to the terms of this Agreement, (i) OLIN will provide to ARCH
and its subsidiaries the OLIN Services in substantially the same manner, to the
same location and as and to the extent provided by OLIN (and not by an outside
contractor) to the Arch Business as it existed prior to the Distribution Date
during the one-year period immediately preceding the date of this Agreement, and
(ii) ARCH shall provide to OLIN and its subsidiaries the ARCH Services in
substantially the same manner, to the same location and as and to the extent
provided by the Arch Business as it existed prior to the Distribution Date (and
not by an outside contractor) during the one-year period immediately preceding
the date of this Agreement.
(b) In providing the Services, the Provider shall employ the same standards
of care, priority and diligence employed in providing services of the same type
for itself and its affiliates ("Standard of Care").
(c) Exhibits A and B identifies the Services to be provided by the Parties
and subject to the mutual agreement of the Parties acting reasonably, may be
amended from time to time, to add any additional Services, or to modify or
delete Services, as the Parties may agree.
(d) No Provider employee shall be considered a Customer employee for any
purpose, and the Provider shall provide the Services as an independent
contractor.
(e) The Customer shall, in a timely manner, take all such actions as may be
reasonably necessary or desirable in order to enable or assist the Provider in
the provision of the Services, including, but not limited to, providing
necessary information and specific written authorizations and consents, and the
Provider shall be relieved of its obligations hereunder to the extent that the
Customer's failure to take any such action renders performance by the Provider
of such obligations unlawful or impracticable.
(f) A Provider shall not be required to expand its facilities, incur new
long-term capital expenses or employ additional personnel to provide Services to
the other Party.
3. Confidentiality.
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(a) Confidentiality Obligation. Each of the Parties agrees to keep
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confidential and neither disclose to others nor use, except as permitted herein,
any Confidential Information or any Employee Benefits Information received from
the other Party pursuant to this Agreement.
(b) Limits on Disclosure. The receiving Party shall treat all Confidential
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Information in the same manner and with the same degree of care (but in any
event with no less of a degree of care than is reasonable for such information)
as it uses with respect to its own Confidential Information of like nature, and
shall disclose Confidential Information of the other Party only to
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its employees who have a need to know it, provided that such employees agree in
writing to be bound by all confidentiality obligations provided for in this
Agreement. The receiving Party shall treat all Employee Benefits Information
with highest standard of care reasonable for such information, and shall
disclose Employee Benefit Information of the other Party only to its employees
who have a strict need to know such information, provided that such employees
agree in writing to be bound by all confidentiality obligations provided for in
this Agreement.
(c) Exceptions. The obligations set forth in this Section 3 shall not
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apply with respect to any Confidential Information which:
(i) Public Knowledge. Is generally available to the public or
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subsequently becomes generally available to the public through no
breach by the receiving Party of secrecy obligations under this
Agreement or prior agreements between the Parties concerning the
Confidential Information; or
(ii) Received from a Third Party. Is received from a third party who
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is legally free to disclose such Confidential Information and who
did not receive such Confidential Information in confidence from
the disclosing Party; or
(iii) Independently Developed. Is independently developed by the
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receiving Party without reference to the Confidential Information
received from the disclosing Party.
(d) Permitted Disclosures. The provisions of this Section 3
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notwithstanding, in exercising the rights granted under this Agreement, either
Party may disclose Confidential Information to others for the purpose of
obtaining consulting services under a license agreement permitted hereunder,
provided that any such third party, to which such Confidential Information is
disclosed shall have first entered into a written secrecy and non-use agreement
imposing obligations on such party that are at least as stringent as those
imposed on the Parties pursuant to this Agreement.
(e) Subpoena or Demand. The provisions of this Section 3 notwithstanding,
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a Party may disclose Confidential Information and/or Employee Benefits
Information pursuant to a subpoena or demand for production of documents in
connection with any suit or arbitration proceeding, any administrative procedure
or hearing before a governmental or administrative agency or instrumentality
thereof, or any legislative hearing or other similar proceeding, provided that
the receiving Party shall promptly notify the disclosing Party of the subpoena
or demand and provided further that in such instances, the Parties use their
reasonable best efforts to maintain the confidential nature of the Confidential
Information and/or Employee Benefits Information by protective order or other
means.
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(f) Government Audit. The provisions of this Section 3 notwithstanding, a
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Party may disclose Confidential Information (other than information which is not
required by U.S. Government regulations to be made available to U.S. Government
auditors (e.g., internal audit reports) to U.S. Government auditors upon request
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during the performance of a governmental audit or review of any U.S. Government
contract of such Party in the normal course of the audit function and according
to standard practices; provided that prompt notice of the disclosure of such
information shall be given prior to such disclosure to the Party from which the
information was obtained.
4. Compensation.
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(a) Service Charge. In consideration of the provision of the Services, the
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Customer shall, for each Service performed, pay Provider monthly the applicable
fee plus the additional charges set forth in Exhibits A or B (such monthly fee
and additional charges being collectively, the "Service Charge" for such
Service) which monthly fee shall be either (i) a base fee, as specified on
Exhibits A or B, or (ii) if not otherwise specified, the Provider's directly
allocable cost for such Service. Unless otherwise stated in Exhibits A or B,
such allocations shall be made on a basis consistent with the allocation
methodology used by OLIN immediately prior to the Distribution Date, which shall
include a fair and reasonable allocation for Provider's employee benefit costs
relating to employees, and for Provider's facilities and other overhead. In
addition to such monthly fee, Provider shall be entitled to reimbursement from
Receiver upon receipt of reasonable supporting documentation for all out-of-
pocket expenses incurred in connection with Provider's provision of the Services
which are not included as part of the normal allocated cost. The monthly
Service Charge will be prorated for the number of days of Service received in
the calendar month (based on a thirty day month) in which the Service is
terminated.
(b) Invoicing and Payments. The monthly fee of the Service Charge for any
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month will be paid in advance on the last business day of the preceding month
except that the first monthly fee paid hereunder shall be paid immediately
following the Distribution Date. Monthly fees which are based on cost
allocations shall be estimated and paid based on then current budgeted cost
allocations, with the Provider providing a reconciling invoice quarterly within
thirty (30) days after the end of the quarter, and any net credit applied to the
next monthly fees due thereafter and any net payment due from the Receiver
within fifteen (15) days thereafter. Except as otherwise set forth herein, the
Provider will invoice the Customer for any additional costs incurred by the
Provider for the benefit of the Customer which are to be paid pursuant to
Exhibits A or B hereto, and such invoices will be payable within fifteen (15)
days of receipt. Upon termination of this Agreement, there will be a final
accounting and each Party shall promptly pay to the other Party any amounts owed
to the other Party. All payments due hereunder shall be made by electronic
funds transfer unless otherwise agreed by the Parties.
(c) Taxes. To the extent not included directly in the price the Provider
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charges for Services, the Customer shall pay to the Provider the amount of any
taxes or charges set forth in
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(i) through (iii) below imposed now or in the future by any Governmental
Authority including any increase in any such tax or charge imposed on Provider
after the Distribution Date of this Agreement.
(i) Any applicable sales, use, gross receipts, value added or
similar tax that is imposed as a result of, or measured by, any
sale or Service rendered hereunder unless covered by an
exemption certificate,
(ii) Any applicable real or personal property taxes, including any
special assessments, and any impositions imposed on the
Provider in lieu of or in substitution for such taxes on any
property used in connection with any sale or Service rendered
hereunder, and
(iii) Any other governmental taxes, duties, and/or charges of any
kind, excluding any income or franchise taxes imposed on the
Provider, which the Provider is required to pay with respect to
any sale or Service rendered hereunder.
(d) Late Payments. In the event the Customer disputes the accuracy of any
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invoice, the Customer shall pay the undisputed portion of such invoice and the
Parties will promptly meet and seek to resolve the dispute. If the Customer
fails to pay any undisputed amount owed under this Agreement, the Customer shall
correct such failure promptly following notice of the failure, and shall pay the
Provider interest on the amount paid late at two percent (2%) above the Prime
Rate prorated for the number of days such overdue amounts are outstanding.
5. Government Contracts. In the event that the Services to be performed
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involve contracts the Customer may have as a U.S. Government prime contractor or
subcontractor, the provisions of such contracts that are required by any
applicable U.S. federal acquisition regulation, including but not limited to,
the ▇▇▇▇▇-▇▇▇▇▇▇ Public Contracts Act, Fair Labor Standards Act, Officials Not
to Benefit, Covenant Against Contingent Fees, Nondiscrimination in Employment,
Military Security Requirements, Office of Federal Procurement Policy Act and
Examination of Records, shall be binding on Provider to the extent necessary to
enable the Customer to meet its legal and contractual commitments.
If the Services to be performed by Provider include the receiving,
handling, or developing of any U.S. Government classified material or data,
Provider agrees, and agrees to cause all persons or entities in its employ or
control, to comply with all applicable security regulations and requirements.
Each Provider agrees to immediately submit a confidential report to Customer
whenever, for any cause, it has reason to believe that there is an active danger
of espionage or sabotage affecting any work under such U.S. Government
contracts.
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Each Provider represents and warrants that it is familiar with the laws,
rules, orders, and regulations applicable to the performance of U.S. Government
procurement contracts with federal agencies including, but not limited to, the
Department of Defense, the Department of Energy, and the National Aeronautics
and Space Administration; that each will abide by all such laws, rules, orders
and regulations; that it, and each of its employees performing Services
hereunder, is eligible to act as a consultant to a U.S. Government defense
contractor under all applicable federal laws and regulations regarding post-
government employment; and that it will provide any and all certifications,
representations, reports, records or any other document required to be submitted
by suppliers under federal contracts.
6. Limitation of Liability; Indemnity.
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(a) A Provider shall have no liability to the Customer or any third party
in connection with the provision of the Services except to the extent such
Services were provided in breach of the Provider's Standard of Care and, in such
a case, only to the extent of the following:
(i) a dollar amount limited to the amount of insurance proceeds paid
to Provider therefor from a third party insurance company, and
(ii) at the option of the Customer, the Provider shall either:
(x) perform again the particular Service performed in breach of
the Standard of Care at no cost to Customer, or
(y) give the Customer a refund of the portion of the Service
Charge attributable to the cost of performance of the
Service provided in breach of the Standard of Care.
In no event shall the Provider be liable in connection with its provision of the
Services for any indirect, special or consequential damages, including any fines
or penalties payable by the Customer to any government agency, or for any loss
of profits or other economic damages.
(b) The Customer hereby agrees to indemnify and hold the Provider and its
affiliates, officers, directors, agents and employees (collectively, the
"Provider Indemnitees") harmless from and against any and all liabilities,
losses, damages, expenses, fines and penalties of any kind, including reasonable
attorneys' fees and disbursements, incurred by the Provider Indemnitees either:
(i) as the result of any claim made against the Provider Indemnitees
by any third party arising out of the Provider's provision of the
Services (except to the extent, and only to the extent, of
Provider's liability to Customer for the respective Service as
provided in Paragraph 6(a) above); and/or
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(ii) arising out of the Customer's negligence or malfeasance in
connection with its use of the Services.
7. Insurance. The Provider shall procure and maintain fire, extended
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casualty, public liability, worker's compensation, employer's liability, and
such other types of insurance which are reasonably necessary to protect itself
and the Customer and consistent with past practice (which may include self-
insurance). If requested, such policies of insurance with third party insurers
shall name Customer as an additional insured party to the extent applicable.
8. Force Majeure. Neither the Customer nor the Provider shall be liable
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for any delays in its performance hereunder caused by events beyond its
reasonable control (a "force majeure event") including, without limitation:
acts of God, acts of government, fire, equipment breakdown, strikes or other
similar labor disputes (settlement of which shall be in the sole discretion of
the employer), or the inability to acquire materials or third-party services.
Upon the occurrence of any event which is reasonably expected to or does cause a
delay in performance hereunder, the person or Party whose performance is or may
be delayed shall give prompt written notice thereof to the Customer or Provider,
as the case may be. The Parties shall use reasonable efforts to cooperate and
minimize the impact of such force majeure event on the provision of Services.
9. Disputes. In the event of any disputes arising out of or in
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connection with the execution, interpretation, performance or nonperformance of
this Agreement, Provider and Customer shall use the following procedure prior to
either Party pursuing other available legal remedies:
Upon signing of this Agreement, each Party will designate one
representative ("Representative") for the purpose of resolving disputes which
may arise from time to time. A Party may change its Representative to act
hereunder at any time upon notice to the other. Upon a dispute arising, either
or both Representatives may request in writing a conference with the other. If
so requested, the conference shall occur within ten (10) days of the initial
written request and shall be held via telephone or at a mutually agreed upon
location, at the option of the Representatives. The purpose and scope of the
conference shall be limited to issues related to resolving the dispute. At the
conference, each Representative shall use their reasonable best efforts to
attempt to resolve the dispute. If the dispute has not been settled within
thirty (30) days of the first meeting of the Representatives, the parties shall
establish a Management Appeal Board ("MAB") within ten (10) days of receipt of a
request by either Party to set up a MAB. The MAB shall consist of two (2)
members of each respective Party's management. OLIN shall appoint two members
to represent OLIN, and ARCH shall appoint two members to represent ARCH. The
sole purpose of MAB shall be to resolve any dispute over which the
Representatives failed to resolve. The MAB members shall be comprised of
persons other than the Representatives. The MAB shall meet at OLIN's
headquarters or other place mutually
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agreed upon and shall confer to resolve the dispute by good faith negotiations,
which may include presentations by the Representatives or others.
In the event the Parties are unable to resolve their disputes within ninety
(90) days after the establishment of a MAB, upon election by either Party such
disputes shall be solely and finally settled by a board of three (3) arbitrators
in accordance with the Commercial Arbitration Rules (the "Arbitration Rules") of
the American Arbitration Association ("AAA"). The Party electing arbitration
shall notify the other Party in writing in accordance with the Arbitration Rules
and such notice shall be accompanied by the name of the arbitrator selected by
the Party serving the notice. The other Party shall choose the second
arbitrator, and the two arbitrators so selected shall choose a neutral
arbitrator who shall be the third arbitrator. If a Party fails to select an
arbitrator or to advise the other Party of its selection within thirty (30) days
after receipt by such a Party of the notice of the intent to arbitrate, the
second arbitrator shall be selected by the AAA. If the third arbitrator shall
not have been selected within thirty (30) days after the selection of the second
arbitrator, the appointment shall be made by the AAA. All such proceedings
shall be conducted in Norwalk, Connecticut or another mutually agreed upon
location. The arbitrators shall make detailed findings of fact and law in
writing in support of the decision of the arbitrator panel, but shall not be
empowered to award reimbursement of attorneys' fees and other costs of
arbitration to the prevailing Party. The provisions of this Section 9 shall not
be deemed to preclude any Party hereto from seeking preliminary injunctive
relief to protect or enforce its rights hereunder, or to prohibit any court from
making preliminary findings of fact in connection with granting or denying such
preliminary injunctive relief, or to preclude any Party hereto from seeking
permanent injunctive or other equitable relief after and in accordance with the
decision of the arbitrator panel. Whether any claim or controversy is
arbitrable or litigable shall be determined solely by the arbitrator panel
pursuant to the provisions of this Section 9. Any monetary award of the
arbitrators panel shall include interest from the date of any breach or any
violation of this Agreement. The arbitrators shall fix an appropriate rate of
interest from the date of the breach or other violation to the date when the
award is paid in full. The Parties agree that the decision of the arbitrators
shall be final and conclusive and that judgment on the arbitration award may be
entered in any court having jurisdiction over the Parties or their assets.
It is expressly agreed that the failure of the parties to resolve a dispute
on any issue to be resolved hereunder shall not relieve either Party from any
obligation set forth in this Agreement. In addition, the Parties expressly
state their mutual determination that the failure to resolve any such disputes
shall not hinder or delay the providing of the Services, and that,
notwithstanding the pendency of any such dispute, neither Party will be excused
of its obligations hereunder to cooperate with the other to effectuate the
purposes of this Agreement.
10. Books and Records. The Provider shall, upon reasonable notice and
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during normal business hours, allow the Customer's financial personnel
reasonable access to its books,
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records and other information necessary to confirm the calculation of the
compensation and reimbursement due the Provider hereunder.
11. Term and Termination of Particular Services.
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(a) The term of this Agreement shall commence as of the Distribution Date
and shall continue until Services are no longer provided hereunder. Unless
otherwise agreed by the Parties, each Service shall terminate on the earliest of
(i) thirty (30) days (or such later date as is stipulated in the notice)
following receipt by the Provider of written notice from the Customer to
terminate the Service, (ii) the last day of the term for such Service as
specified in the respective Service Description, or (iii) the date on which the
Provider discontinues providing such Services to its own business, provided that
the Provider has given the Receiver at least ninety (90) days' notice of its
intention to discontinue such Service to its own operations. If the Provider
employs a third party provider to provide a Service previously provided directly
by the Provider, then it will request that such third party provide such Service
to the Receiver.
(b) Upon termination of a Service with respect to which the Provider holds
books, records or files, including current and archived copies of computer
files, owned by Customer and used by Provider in connection with the provision
of a Service to Customer, Provider will return all of such books, records or
files as soon as reasonably practicable, provided however, that Provider may
make a copy, at its expense, of such books, records or files for archival
purposes only.
12. Non-Waiver. The Customer's or the Provider's waiver of any breach or
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failure to enforce any of the terms or conditions of this Agreement at any time
shall not in any way affect, limit or waive such person's right thereafter to
enforce strict compliance with every term and condition hereof.
13. Assignment. Neither this Agreement nor any right or obligation
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hereunder is assignable or transferable by either party (in whole or part)
without the prior written consent of the other party and any such purported
assignment without such consent shall be void, except that either party shall
have the right to assign this Agreement and its rights and obligations
hereunder, without obtaining the prior written consent of the other party, to
any entity with which the assigning party merges or transfers a substantial part
of its assets or businesses to which this Agreement relates, provided that such
assignee or transferee accepts such assignment or transfer and the rights and
obligations hereunder in writing. Nothing in this Agreement, express or
implied, is intended to confer any rights or remedies under this Agreement on
any person or entity other than ARCH or OLIN and their respective successors and
permitted assigns.
14. Applicable Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Connecticut, without giving effect to
its conflict of laws provisions.
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15. Captions. The titles contained in this Agreement are for reference
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purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
16. Amendment. This Agreement may be modified or amended only pursuant to
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a written agreement executed on behalf of each of OLIN and ARCH. No
modification or addition to this Agreement shall be effected by the
acknowledgment or acceptance by either party of any purchase order, invoice,
acknowledgment, release or other forms submitted by the other party containing
additional, other or different terms or conditions.
17. Notices. All notices, consents, termination notices, and other
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communications to be given hereunder, other than routine immaterial
communications, shall be by telex or electronic facsimile, confirmed in writing
as hereinafter provided, or in writing which shall be valid and sufficient only
if delivered by hand, by confirmed facsimile (with a copy mailed first class to
the address listed below promptly thereafter), by national overnight courier
service or by registered or certified mail, return receipt requested, postage
prepaid, addressed to the other party at its address as set forth below, or to
such other address as has theretofore been designated by the other party by
notice given in accordance with this Section.
If to ▇▇▇▇
▇▇▇▇ CORPORATION
▇▇▇ ▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to ARCH
ARCH CHEMICALS, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
18. Entire Agreement. This Agreement (including the exhibits and
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schedules referred to herein) constitutes the entire agreement with respect to
the subject matter hereof between the parties hereto and supersedes all prior
agreements and understandings, oral and written, between the parties hereto,
with respect to the subject matter hereof.
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19. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall for all purposes be deemed to be an original
and all of which together shall constitute one and the same instrument.
20. Severability. If any provision of this Agreement or the application
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of any such provision to any person or circumstances shall be held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Vice President, General Counsel and Secretary
ARCH CHEMICALS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
---------------------
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Vice President
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Focus Team: EH&S
EXHIBIT A
ARCH SERVICES TO OLIN
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Name of Service: Environmental Remediation Consultation
---------------- by ▇▇. ▇. ▇▇▇▇▇▇▇▇
ARCH Department Providing
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Service: Arch - Environmental Hygiene and
-------- Toxicology
Location of Provider: Cheshire
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OLIN Department Receiving Service: Olin - Environmental Remediation Group
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Location of Receiver: Wilmington, MA
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Description: 1. Provide consulting services regarding
------------ water chemicals at Wilmington.
2. Assist in design and implementation
of bio treatment for the Plant B
area.
Term: Ends no later than 12/31/99.
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Monthly Base Fee: $1,667/month
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Additional Charges: $0
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1
Focus Team: Accounting, Finance
EXHIBIT A
ARCH SERVICES TO OLIN
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Name of Service: Credit Services
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ARCH Department
Providing Service: Finance
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Location of Provider: Norwalk
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OLIN Department
Receiving Service: Chlor-Alkali
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Location of Receiver: Various
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Description: Credit Reports, investigation and
------------ collection activities on an
as-requested basis.
Term: Ends no later than December 31, 1999.
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Monthly Fee: $0
------------
Additional Charges: $100 per hour
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2
Focus Team: Purchasing, Shipping & Transportation
EXHIBIT A
ARCH SERVICES TO OLIN
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Name of Service: Logistics
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ARCH Department
Providing Service: Transportation and Distribution
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Location of Provider: Norwalk
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OLIN Department
Receiving Service: Purchasing, Logistics and MIS
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Location of Receiver: Norwalk
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Description: Transportation Related Regulatory
----------- Compliance and Monitoring, Bills of
Lading, Description Table and Updates
Term: No later than 12/31/99
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Monthly Fee: $4,166.66
------------
Additional Charges: $0
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Focus Team: EH&S
EXHIBIT A
ARCH SERVICES TO OLIN
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Name of Service: Material Safety Data Sheets (MSDSs)
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ARCH Department
Providing Service: MSDS Control (#422)
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Location of Provider: Norwalk
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OLIN Department
Receiving Service: EH&S
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Location of Receiver: Various
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Description: Provide services outlined on the
----------- attached form.
Term: Ends no later than December 31, 1999.
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Monthly Fee: $19,900 ($238,800 annual)
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Additional Charges: $0
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================================================================================
PRIMARY SERVICES PROVIDED BY MSDS CONTROL FOR THE
CORPORATION
================================================================================
1. WITH THE ASSISTANCE OF THE MSDS PROJECT AND IMPLEMENTATION TEAMS, DEVELOP,
IMPLEMENT AND TRAIN THE CORPORATION ON OLIN'S NEW HAZOX (EMS) SYSTEM. OUR
GOAL IS TO PROVIDE THE CORPORATION WITH IMPROVED DOMESTIC/INTERNATIONAL
MSDS CAPABILITIES INCLUDING MSDSs READILY AVAILABLE IN MULTI-LANGUAGES;
LABEL, ▇▇▇▇ OF LADING, CHEMICAL REPORT GENERATION AND SUPPLIER MSDS
SOLUTION FOR ALL OLIN LOCATIONS; ELECTRONIC AND INTRA/INTERNET DISTRIBUTION
OF DOCUMENTS.
2. ANNUALLY DEVELOP 800 PRODUCT AND 150 R& D SAMPLE DOMESTIC MATERIAL SAFETY
DATA SHEETS (MSDSs), 30 TECHNICAL DATA SHEETS/BULLETINS (TDSs) AND OTHER
LITERATURE (I.E. PRODUCT STEWARDSHIP SHEETS), 120 EUROPEAN FORMAT MSDSs, 50
INTERNATIONAL MSDSs (E.G. SPANISH, CANADIAN FRENCH), 100 DANGEROUS GOODS
RECORDS (SAP) AND EMERGENCY RESPONSE INFORMATION SHEETS (ERISs) AS
REQUIRED.
3. MAINTAIN HAZARD COMMUNICATION COMPLIANCE FOR 6100 PRODUCT, 1100 R&D SAMPLE
AND 900 INTERNATIONAL MSDSs; REGULATORY COMPLIANCE FOR 250 EMERGENCY
RESPONSE INFORMATION SHEETS; 280 MASTER DANGER GOODS RECORDS (SAP) AND 240
TECHNICAL DATA SHEETS AND OTHER LITERATURE. THIS INCLUDES PERFORMING, ON
AVERAGE, 60 MSDS AND 10 TDS REVISIONS PER MONTH.
4. HANDLE APPROXIMATELY 10,000 REQUESTS/YEAR (OR 40/DAY) FOR DOCUMENTS FROM
INTERNAL AND EXTERNAL CUSTOMERS.
5. ADDRESS OVER 5,000 CALLS/YEAR (OR 20/DAY) FOR DIVERSE CUSTOMER INQUIRIES
RANGING FROM TECHNICAL SUPPORT TO EMERGENCY SITUATIONS WHERE WE SUPPORT
OCEANa AS NEEDED.
6. MAINTAIN MSDS SUPPORT SERVICES FOR DIVESTED BUSINESSES [E.G. CLEARON CORP
(POOL CHEMICALS) AND ▇▇▇▇ IMAGING LLC (OMM ELECTROSTATICS)].
7. PROVIDE FOR THE PROPER PRINTING, DISTRIBUTION, AND HISTORICAL DOCUMENTATION
(FOR USE IN LITIGATION) OF MSDSs/TDSs.
8. ASSIST THE LAW DEPARTMENT IN PRODUCING APPROPRIATE DOCUMENTATION AND
HISTORICAL INFORMATION NECESSARY IN LITIGATIONS.
9. CONDUCT MSDS DATABASE SEARCHES FOR THE CORPORATION AS NEEDED. (E.G. ASSIST
THE MEDICAL DEPARTMENT IDENTIFY ANY PRODUCTS/INGREDIENTS EMPLOYEES MAY HAVE
BEEN EXPOSED TO IN THE EVENT OF AN ALLERGIC REACTION.)
10. PARTICIPATE IN GROUP/PROFESSIONAL ORGANIZATIONS/ACTIVITIES/LEGISLATION
INVOLVING CURRENT MSDS RELATED TOPICS I.E. SOCIETY FOR CHEMICAL HAZARD
COMMUNICATION (SCHC); CMA's WORK GROUP FOR THE REVIEW OF ANSI Z400.1-1998
"GUIDE TO PREPARATION OF MATERIAL SAFETY DATA SHEETS; HOUSE MSDS ▇▇▇▇, ▇▇
▇▇▇▇.
11. PROVIDE SUMMARY OF RELEVANT NEW OR PROPOSED REGULATIONS FROM THE
DEPARTMENTS OF STATE, COMMERCE & TREASURY AFFECTING EXPORT LICENSING.
ASSIGN EXPORT CLASSIFICATIONS (ECCNs) FOR NEW PRODUCTS AS NEEDED. MAINTAIN
CURRENT LISTING OF "BANNED PARTIES" WHO HAVE BECOME INELIGIBLE TO RECEIVE
OLIN GOODS AND SERVICES DUE TO PENALTIES IMPOSED FOR VIOLATION OF U.S.
EXPORT LAW.
5
Focus Team: EH&S
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Medical Services for ▇▇▇ ▇▇▇▇▇▇▇ 7
---------------
ARCH Department
Providing Service: Medical
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: EH&S
----------------- (Olin Norwalk Employees)
Location of Receiver: Norwalk
--------------------
Description: Supply medical services in-house to
----------- Olin employees located in Norwalk.
Term: The Initial Term will be through
---- February 1, 2000. Thereafter, the
Parties may elect to enter into a
separate agreement on mutually agreed
terms for the provision of medical
services for an additional period of
time.
Monthly Fee: $10,083 per month.
-----------
Additional Charges: $0
------------------
6
Focus Team: Tax Services
-------------------------
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Tax
---------------
ARCH Department Providing Service: Tax
---------------------------------
Location of Provider: Norwalk, CT
--------------------
OLIN Department Receiving Service: Tax
---------------------------------
Location of Receiver: Norwalk, CT
--------------------
Description: Compliance Services: Actual
----------- preparation and filing of any tax
returns, licenses, permits and related
extension requests and/or payments
(estimated and actual).
Consulting Services: Provide all
assistance and guidance required for
various tax matters that are not
specifically covered under Compliance
Services. Also included is deferred tax
Accounting matters.
Term: Ends no later than 12/31/99
----
Monthly Base Fee: $0
----------------
Additional Charges: Consulting Services: $335/hour
------------------ Compliance Services: $250/hour
7
Focus Team: Admin
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Administration
--------------- (account # 401)
ARCH Department
Providing Service: Facility Services
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Various
--------------------
Location of Receiver: Norwalk
--------------------
Description: Services include receptionist, safety,
----------- fleet cars, maintenance and lease copier
contracts, general building maintenance
and administrative.
Term: Ends no later than December 31, 1999
-----
Monthly Fee: (35% $135,281/yr) $11,274
------------
Additional Charges: $0
-------------------
8
Focus Team: Admin
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Automotive
--------------- (account # 402)
ARCH Department
Providing Service: Facility Services
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Various
-----------------
Location of Receiver: Norwalk
--------------------
Description: Lease two (2) chauffeur Cadillac and
----------- one (1) Tahoe. Includes repairs, gas and
car phones. Board meeting car travel
arrangements. Chauffeur driven
eligibility scheduling.
Term: Ends no later than December 31, 1999.
----
Monthly Fee: (50% $135,500/yr) $11,292
-----------
Additional Charges: $0
------------------
9
Focus Team: Admin
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Apartments
--------------- (account # 403)
ARCH Department
Providing Service: Facility Services
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Various
--------------------
Location of Receiver: Norwalk
--------------------
Description: Provide corporate apartments for
----------- employee temporary living relocation and
project assignment temporary housing.
Term: Ends no later than December 31, 1999
-----
Monthly Fee: (25% $15,500/yr) $1,292
------------
Additional Charges: $0
-------------------
10
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Mail pickup and delivery/shipping and receiving
--------------- (account #405)
ARCH Department
Providing Service: Facility Services
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Various
-----------------
Location of Receiver: Norwalk
--------------------
Description: Provide post office pickup daily and interoffice
----------- pickup and delivery. Includes rental and
maintenance of mailroom equipment and copy paper
supply and delivery. Shipping and receiving -
general courier services. Special projects:
burst, fold, insert. Postage meter operation.
Term: Ends no later than December 31, 1999.
----
Monthly Fee: (35% $173,600/yr) $14,467
-----------
Additional Charges: $0
------------------
11
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Cafeteria
--------------- (account # 407)
ARCH Department
Providing Service: Facility Services
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Various
-----------------
Location of Receiver: Norwalk
--------------------
Description: Provide dining, catering, pantry and convenience
----------- store service daily. Excludes cost of each
catered event which is a direct charge.
Term: Ends no later than December 31, 1999.
----
Monthly Fee: (35% $81,200/yr) $6,767
-----------
Additional Charges: $0
------------------
12
Focus Team: IR/PR
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Graphics Support
---------------
ARCH Department
Providing Service: Graphics
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Public Affairs and Investor Relations
-----------------
Location of Receiver: Norwalk
--------------------
Description: Preparation of 35mm slides and overheads.
-----------
Term: Ends no later than December 31, 1999.
----
Monthly Fee: None.
-----------
Additional Charges: For costs up to $30,000 per year.
------------------
13
Focus Team: N/A
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Support for Chemical Industry Meetings and
--------------- Special Events
ARCH Department
Providing Service: n/a
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Chlor-Alkali Sales
-----------------
Location of Receiver: Charleston, Tennessee
--------------------
Description: Miscellaneous support for the planning and
----------- coordination of chemical industry trade shows,
meetings, promotional events, etc.
Term: Ends no later than December 31, 1999, unless
---- otherwise mutually agreed.
Monthly Fee: $0
-----------
Additional Charges: $100 per hour.
------------------
14
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Electricity and Natural Gas Consulting
---------------
ARCH Department
Providing Service: A.M. Malatzky, if available.
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: To be determined.
-----------------
Location of Receiver: Any Olin location.
--------------------
Description: To be utilized on an as-needed basis. To be
----------- provided on an as-available basis, with ARCH
internal needs to be given first priority.
Term: Ends no later than December 31, 1999.
---- Services beyond that date shall be negotiated
under a new agreement.
Monthly Fee: Fully loaded cost of employee, charged on an
----------- hourly basis, including all travel time.
Additional Charges: All travel and other out-of-pocket expenses.
------------------
15
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Purchasing
---------------
ARCH Department
Providing Service: Purchasing
-----------------
Location of Provider: Norwalk
--------------------
OLIN Department
Receiving Service: Purchasing
-----------------
Location of Receiver: Various
--------------------
Description: 1. Provide various purchasing and
----------- contracting services for consulting
contracts, equipment financing and
leasing, aviation services and
equipment, procurement cards (issuance,
bank activities and corporate
administrative), national supplier
contracts, facilities management,
travel, and fleet car management.
2. To the extent not covered separately
under the Information Technology
Services Agreement, provide purchasing
and contracting services for computer
hardware, software licensing and
maintenance contracts, phones, voice
mail technology service maintenance,
disaster recovery contracts and remote
access, SAP support and training.
Term: Ends no later than December 31, 2000.
----
Monthly Base Fee: $9,550 per month.
----------------
Additional Charges: None.
------------------
16
EXHIBIT A
ARCH SERVICES TO OLIN
---------------------
Name of Service: Laboratory Services
---------------
ARCH Department
Providing Service: Lake ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------
Location of Provider: Charleston
--------------------
OLIN Department
Receiving Service: EH&S
-----------------
Location of Receiver: Charleston
--------------------
Description: Laboratory services available to ARCH
----------- under the Services Agreement between
Arco Chemical Company (n/k/a Lyondell
Chemicals Worldwide, Inc.) and ▇▇▇▇
Corporation, dated October 9, 1996, as
further described in Exhibit A, #13 of
such Services Agreement.
Term: To end no later than 12/31/00, with
---- ARCH reserving the right to terminate at
any time upon thirty (30) days prior
notice.
Monthly Fee: The actual fees charged to ARCH under
----------- the referenced Services Agreement for
the laboratory services performed for
OLIN.
Additional Charges: None.
------------------
17
Focus Team: EH&S
EXHIBIT B
OLIN SERVICES TO ARCH
---------------------
Name of Service: Environmental Remediation
---------------
OLIN Department
Providing Service: Environmental Remediation (#424)
-----------------
Location of Provider: Charleston
--------------------
ARCH Department
Receiving Service: Administration
-----------------
Location of Receiver: Various
--------------------
Description: Environmental Remediation Support
-----------
Term: Ends no later than December 31, 1999.
----
Monthly Fee: $0
-----------
Additional Charges: $110/ hour professional
------------------ $ 30/ hour clerical plus
"Out of Pocket" Expenses
18
Focus Team: EH&S
EXHIBIT B
OLIN SERVICES TO ARCH
---------------------
Name of Service: Real Estate
---------------
OLIN Department
Providing Service: EH&S Administration (#420)
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Administration
-----------------
Location of Receiver: Various
--------------------
Description: Real Estate Services
-----------
Term: Ends no later than December 31, 1999.
----
Monthly Fee: $0
-----------
Additional Charges: $100/ hour plus
------------------ "Out of Pocket" Expenses
19
Focus Team: HR/Benefits
EXHIBIT B
OLIN SERVICES TO ARCH
---------------------
Name of Service: Pension Administration
---------------
OLIN Department
Providing Service: Pension Department
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Company-wide
-----------------
Location of Receiver: Various
--------------------
Description: Provide services relative to all aspects of
----------- pension administration including retirement
estimates, retirement processing (e.g.
retirement calculations, confirmation of
payments to retirees, instructions to the
trustee for payments, check processing), design
of retirement forms. Provide for use of Pension
Partner as database for retirees and actuarial
valuations. Administer non-qualified benefits,
Qualified Domestic Relations Orders and orders
for Medical Support.
Term: Through 12/31/2000
----
Monthly Fee: $1500 first year, $2000 second year
----------- To be paid from pension trust
Charges for Additional To be negotiated on an as-needed basis.
----------------------
Services:
---------
Fees for Consulting Services: $100 per hour
-----------------------------
20
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Accounting for Employee Benefits
---------------
▇▇▇▇ Department
Providing Service: Benefits Administration
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Corporate Compensation & Benefits
----------------- Benefits Administration company wide
Location of Receiver: Norwalk
--------------------
Description: Provide service with respect to accounting and
----------- reporting requirements for medical and dental
claims processing (e.g. banking requirements,
▇▇▇▇▇▇▇▇ to individual locations.)
Development of site costs, including HMO's.
Preparation and submission of FAS 106 data for
actuarial valuation purposes, including LTD
valuation.
Payment of life insurance premiums.
Term: Through 12/31/2000
----
Monthly Fee: $750 per month.
-----------
Charges for Additional Services: To be negotiated on an as-needed basis.
-------------------------------
Fees for Consulting Services: $100 per hour
-----------------------------
21
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Disability Administration
---------------
▇▇▇▇ Department
Providing Service: Benefits Administration
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department Corporate Compensation & Benefits
Receiving Service: Company wide
-----------------
Location of Receiver: Various
--------------------
Description: Process Long Term Disability payments and
----------- balance Arch LTD payroll. Provide Arch with
analytical data concerning disabilities through
Risk Track. Interface as required with Arch
employees and benefits administrators and
Liberty Mutual.
Term: Through 12/31/2000.
----
Monthly Fee: $1,000
-----------
Charges for Additional
Services: To be negotiated on an as-needed basis.
---------
Fees for Consulting Services: $100 per hour
-----------------------------
22
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Executive Compensation Administration
---------------
▇▇▇▇ Department
Providing Service: Compensation
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department Corporate Compensation & Benefits
Receiving Service:
-----------------
Location of Receiver: Norwalk
--------------------
Description: Administer Arch Stock Option Plan including
----------- participant transactions and plan recordkeeping,
Director's Plan and establish recordkeeping
system for Employee Deferral Plan and Restricted
Stock Units.
Term: Through 12/31/99
----
Monthly Fee: $250
-----------
Charges for Stock Option
Transactions: $20 per transaction
-------------
Fees for Consulting Services: To be negotiated on an as-needed basis.
-----------------------------
23
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: CEOP Administration
---------------
▇▇▇▇ Department
Providing Service: Benefits Administration Compensation
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department Various
Receiving Service:
-----------------
Location of Receiver: Norwalk
--------------------
Description: Administer the Arch CEOP.
-----------
Term: No later than 12/31/2000
----
Monthly Fee: $5.50 per participant
----------- If monthly fee is greater than needed or
insufficient to cover full cost of
administration, the per participant charge will
be adjusted for ▇▇▇▇ and Arch such that any
overage or shortfall is shared pro-rata, based
on number of participants.
Charges for Additional
Services: To be negotiated on an as-needed basis.
---------
Charges for Project
Work Related of the
Specifically to Arch: To be paid directly by Arch to the provider
--------------------- work/service.
24
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: PeopleSoft Processing
---------------
▇▇▇▇ Department
Providing Service: HRMS Project Team & Charleston Plant team
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Company-wide
-----------------
Location of Receiver: Various
--------------------
Description: Provide routine processing of employee related
----------- data on PeopleSoft for employee transactions
including Benefits, Payroll and Training.
Term: Through January 31, 2000
----
Monthly Fee: $25,500 (based on per capita charge )
-----------
Additional Charges for
Additional Services: To be negotiated on an as-needed
-------------------- basis.
25
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Payroll Processing and Distribution
---------------
▇▇▇▇ Department
Providing Service: Corporate Payroll Department
-----------------
Location of Provider: East ▇▇▇▇▇
--------------------
ARCH Department
Receiving Service: Company wide
-----------------
Location of Receiver: Various
--------------------
Description: Provide routine processing of employee
----------- payroll and distribution of pay
checks/EFT receipts utilizing the
PeopleSoft Payroll module.
Term: Ends no later than December 31, 1999
----
Monthly Fee: $18,000 (based on per capita charge)
-----------
Additional Charges: To be negotiated on an as-needed basis.
------------------
Additional Charges for
Additional Software Licensing: All additional licensing costs will be
----------------------------- paid by ARCH.
26
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Labor & Employee Relations Consulting
---------------
▇▇▇▇ Department
Providing Service: ▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, if available
-----------------
Location of Provider: Niagara Falls or East ▇▇▇▇▇
--------------------
ARCH Department
Receiving Service: Human Resources
-----------------
Location of Receiver: Any Arch Location
--------------------
Description: Would only be utilized on an as-needed basis.
----------- To be provided on an as-available basis, with
▇▇▇▇ internal needs to be given first-priority.
Term: Through December 31, 2001.
----
Monthly Fee: Fully loaded cost of employee, charged on an
----------- hourly basis, including all travel time, plus
five percent (5%).
Additional Charges: All travel and other out-of-pocket expenses.
------------------
27
Focus Team: IR/PR
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Public Affairs and Investor Relations
---------------
▇▇▇▇ Department
Providing Service: ▇▇▇▇ Public Affairs
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Arch Public Affairs
-----------------
Location of Receiver: Norwalk
--------------------
Description: Assistance in message development and speech
----------- writing.
Term: Ends three (3) months after Distribution Date.
----
Monthly Fee: $5,000 per month.
-----------
Additional Charges: None.
------------------
28
Focus Team: Purchasing, Shipping & Transportation
* JMossa
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Purchasing
---------------
▇▇▇▇ Department
Providing Service: Purchasing, Logistics and MIS
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Purchasing
-----------------
Location of Receiver: Various.
--------------------
Description: Procurement Card Bank and American
----------- Express Activities/Issues
Term: Ends no later than December 31, 1999.
----
Monthly Fee: $0. ARCH will pay the charges
----------- incurred by its employees directly to
the bank card issuer.
Additional Charges: None.
------------------
29
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Regulatory Audit
---------------
▇▇▇▇ Department
Providing Service: Regulatory Audit
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Operations
-----------------
Location of Receiver: Various
--------------------
Description: Compliance audit for environmental,
----------- health, safety and transportation
regulations.
Term: Through 12/31/99.
----
Monthly Fee: $33,000 (total cost including travel).
-----------
Additional Charges: To be negotiated on an as-needed basis.
------------------
30
Focus Team: Tax Services
-------------------------
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Tax
---------------
▇▇▇▇ Department Providing Service: Tax
---------------------------------
Location of Provider: Norwalk, CT
--------------------
ARCH Department Receiving Service: Tax
---------------------------------
Location of Receiver: Norwalk, CT
--------------------
Description: Compliance Services: Actual
----------- preparation and filing of any
tax returns, licenses, permits
and related extension requests
and/or payments (estimated and
actual).
Consulting Services: Provide all
assistance and guidance required
for various tax matters that are
not specifically covered under
Compliance Services. Also
included is deferred tax
Accounting matters.
Term: Ends no later than 12/31/99
----
Monthly Base Fee: $0
----------------
Additional Charges: Consulting Services: $335/hour
------------------ Compliance Services: $250/hour
31
Focus Team: Ethics & Business Integrity
EXHIBIT B
---------
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Ethics Program
---------------
▇▇▇▇ Department Providing Service: Ethics
---------------------------------
Location of Provider: Norwalk
--------------------
ARCH Department Receiving Service: Support to Arch VP Human
--------------------------------- Resources / Ethics
Location of Receiver: Various.
--------------------
Description: Provide creative designs,
----------- program materials and updates,
1999 training program and
general oversight in support of
ARCH's Ethics initiative.
Term: Initial term through
---- December 31, 1999 with an option
to renew for 1 year.
Monthly Base Fee: $15,777 per month, $189,324
---------------- for 1999 year. (Based on Ethics
Department budget with the cost
of shared/common activities
prorated on the basis of
headcount, with ▇▇▇▇ assuming
70% of all such costs and ARCH
assuming 30% of all such costs.)
Additional Charges: Plus out of pocket costs:
------------------
1. Helpline outsourcing
2. Layout and copy work,
specifically for Arch
Chemicals.
3. Printing
4. Postage
5. Employee novelties
Estimated range of cost is
$60,000 - $150,000 with the
significant variable being
employee novelties, if any. All
such expenditures will be
preapproved in advance.
32
EXHIBIT B
---------
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Internal Auditing
----------------
▇▇▇▇ Department Providing Service: Internal Audit
---------------------------------
Location of Provider: Norwalk
---------------------
ARCH Department Receiving Service: Arch Chief Financial Officer is primary
--------------------------------- customer.
Location of Receiver: Various.
---------------------
Description: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. will provide
------------ financial and computer audit services.
They will perform this work under the
direction of ARCH management and ▇▇▇▇
ARCH directly for all such work. In
connection with this activity, ▇▇▇▇
audit may be asked from time to time to
provide assistance including but not
limited to planning support.
Term: Ends no later than 12/31/99.
-----
Monthly Base Fee: ▇▇▇▇ assistance for all personnel
----------------- except ▇.▇. ▇▇▇▇▇▇, who is charged to
ARCH on a pro-rata basis through the
ethics program billing, will be at the
rate of $100 per hour.
Billing to be prepared monthly, based on
hours incurred.
33
Focus Team: Treasury
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Treasury Services
---------------
▇▇▇▇ Department
Providing Service: Funds Management
-----------------
Location of Provider: Norwalk, CT
--------------------
ARCH Department
Receiving Services: Treasury Department
------------------
Location of Receiver: Norwalk, CT
--------------------
Description: Provide daily cash management
----------- services necessary to collect cash,
concentrate cash, fund disbursements,
and invest/borrow excess/short-fall cash
positions. Cash management services will
also include the electronic transfer of
funds, necessary review of daily
receipts and disbursements, preparation
of reporting, processing of foreign
exchange transactions, amendments to
existing letter of credit facilities and
preparation of billing associated with
the above.
Term: Ends no later than 8/1/99.
----
Monthly Base Fee: $4,500.00
----------------
Additional Charges: Charges for ARCH's monthly average
------------------ cash deficits owing to ▇▇▇▇ will be
calculated at ARCH's average borrowing
rate for the period. ARCH will receive
from ▇▇▇▇ a payment for monthly average
excess cash balances based on Olin's
average investment rate for the period.
ARCH will be billed for any out-of-
pocket fees paid by ▇▇▇▇ on behalf of
ARCH.
34
Additional services (opening of bank accounts,
lockbox studies, disbursement analysis, etc.) will
be billed at $100 per hour.
Major Activities Provided Under Treasury Services Arrangement
-------------------------------------------------------------
1. Review of prior day activity transactions and necessary research of disputed
items, communication of results to A/R and A/P.
2. Daily position of cash, including investment and borrowing needs as
appropriate.
3. Funds transfers to concentrate cash, fund disbursement accounts and initiate
electronic funds transfer payments to third parties.
4. Review of bank fees and payment of bank invoices.
5. Execution of foreign currency transactions.
6. Maintain current bank account signer records and log of outstanding Letters
of Credit.
7. Preparation of monthly billing analysis including excess/deficit cash
position.
Major Activities Provided Under
--------------------------------
Treasury Services Arrangement At $100 per Hour
----------------------------------------------
1. Modification to the existing banking network, including but not limited to,
the establishment of new bank accounts, implementation of a new lockbox
network or maintenance of bank account signer records post spin-off date.
2. Negotiation of new services with existing banks.
3. Consulting on Treasury Workstation requirements and/or implementation.
4. Implementation of processing changes as a result of technological changes
whether initiated by Arch or not.
5. Procurement of new Letters of Credit.
6. Development of hedging strategies and procurement of the associated
contracts and/or options necessary to implement a hedging strategy.
Note: Subject to resource availability, ▇▇▇▇ reserves the right to decline to
perform additional services.
35
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Research & Development support from Metals
--------------- Research Laboratories ("MRL")
▇▇▇▇ Department
Providing Service: MRL
-----------------
Location of Provider: New Haven
--------------------
ARCH Department
Receiving Service: Microelectronic Chemicals
-----------------
Location of Receiver: Various
--------------------
Description: Continued research & development activities
----------- related to the chemical mechanical planarization
("CMP") project, consistent with levels
anticipated in MRL's 1999 Budget; and research &
development support, as requested, for diffusion
chemicals.
Term: Through December 31, 1999.
----
Monthly Fee: Actual costs incurred on a time and materials
----------- basis. Costs for work related to the CMP project
during calendar year 1999 shall not exceed
$450,000 without ARCH's consent.
Additional Charges for
Additional Services: To be negotiated on an as-needed
-------------------- basis.
36
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Security Services
---------------
▇▇▇▇ Department Providing Service: Corporate Security
---------------------------------
Location of Provider: Norwalk, CT
--------------------
ARCH Department Receiving Service: Managed through Arch Human Resources
---------------------------------
Location of Receiver: Various
--------------------
Description: Various investigative, research,
----------- ethics help-line response etc. Support
and services related to security matters
involving ARCH employees and/or
facilities. Services may involve both
domestic and international facilities.
Term: Through 12/31/99, at which time to be
---- revisited as to whether an extension or
modification is mutually agreeable.
Monthly Base Fee: $6,325 (1/3 of total 1999 budget)
----------------
Additional Charges: None
------------------
37
Focus Team: HR/Benefits
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Relocation services
---------------
▇▇▇▇ Department
Providing Service: ▇▇▇▇ Facility Services
-----------------
Location of Provider: Norwalk
--------------------
ARCH Department
Receiving Service: Company wide
-----------------
Location of Receiver: Various
--------------------
Description: Provide relocation transition services.
-----------
Term: Through 12/31/99
----
Monthly Fee: $24,500
-----------
Charges for Additional Services: To be negotiated on an as-needed basis.
-------------------------------
Fees for Consulting Services: To be negotiated on an as-needed basis.
-----------------------------
38
EXHIBIT B
▇▇▇▇ SERVICES TO ARCH
---------------------
Name of Service: Water Disinfection Tiger Team
---------------
▇▇▇▇ Department
Providing Service: Chlor Alkali Products
-----------------
Location of Provider: Cleveland
--------------------
ARCH Department
Receiving Service: Water Chemicals
-----------------
Location of Receiver: Norwalk
--------------------
Description: Consulting Services: Complete Teamwork on
----------- Water Disinfection Team. Will include completion
of assessment for worldwide drinking water
market including report compilation, maintenance
of Internet website, travel and meeting
attendance.
Term: Ends no later than 03/15/99.
----
Monthly Fee: $0
-----------
Consulting Services: $29.30/Hr (includes fringes)*
------------------- * 80% of total time
39
