AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of January 31, 2009
Exhibit 10.3
AMENDED AND RESTATED
TRANSITIONAL SERVICES AGREEMENT
between
XXXXXXX-XXXXX SQUIBB COMPANY
and
XXXX XXXXXXX NUTRITION COMPANY
Dated as of January 31, 2009
TABLE OF CONTENTS
SECTION 1. | Definitions. | 1 | ||||
SECTION 2. | Services. | 4 | ||||
(a) | Initial Services | 4 | ||||
(b) | Additional Services | 4 | ||||
(c) | Scope of Services | 4 | ||||
(d) | Limitation on Provision of Services. | 4 | ||||
(e) | Standard of Performance; Standard of Care. | 5 | ||||
(f) | Prices for Services | 7 | ||||
(g) | Changes in Services | 7 | ||||
(h) | Services Performed by Third Parties | 8 | ||||
(i) | Responsibility for Provider Personnel | 8 | ||||
(j) | Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale, Transfer, Assignment; Copies | 8 | ||||
(k) | Cooperation | 9 | ||||
SECTION 3. | Charges and Payment. | 9 | ||||
(a) | Procedure | 9 | ||||
(b) | Late Payments | 9 | ||||
(c) | VAT | 9 | ||||
SECTION 4. | Term and Termination. | 9 | ||||
(a) | Termination Dates | 9 | ||||
(b) | Early Termination by the Recipient | 10 | ||||
(c) | Termination by the Provider | 10 | ||||
(d) | Termination by BMS | 10 | ||||
(e) | Effect of Termination of Services | 10 | ||||
(f) | Data Transmission | 11 | ||||
SECTION 5. | Miscellaneous. | 11 | ||||
(a) | DISCLAIMER OF WARRANTIES | 11 | ||||
(b) | Limitation of Liability; Indemnification. | 11 | ||||
(c) | Compliance with Law and Governmental Regulations | 13 | ||||
(d) | No Partnership or Joint Venture; Independent Contractor | 13 | ||||
(e) | Non-Exclusivity | 13 | ||||
(f) | Expenses | 13 | ||||
(g) | Further Assurances | 13 | ||||
(h) | Confidentiality | 14 | ||||
(i) | Headings | 14 | ||||
(j) | Interpretation | 15 | ||||
(k) | Tax Matters | 15 | ||||
(l) | Amendments | 15 | ||||
(m) | Inconsistency | 15 | ||||
(n) | Notices | 16 | ||||
(o) | Assignment; No Third-Party Beneficiaries | 16 |
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(p) | Entire Agreement | 16 | ||||
(q) | Counterparts | 16 | ||||
(r) | Severability | 16 | ||||
(s) | Incorporation by Reference | 17 | ||||
(t) | GOVERNING LAW | 17 | ||||
Schedule 1 | Financial Services Provided by BMS | 21 | ||||
Schedule 2 | Financial Services Provided by MJN | 34 | ||||
Schedule 3 | Information Technology Services Provided by BMS | 37 | ||||
Schedule 4 | Information Technology Services Provided by MJN | 78 | ||||
Schedule 5 | Tax Services Provided by BMS | 85 | ||||
Schedule 6 | Tax Services Provided by MJN | 93 | ||||
Schedule 7 | Treasury Services Provided by BMS | 96 | ||||
Schedule 8 | Human Resources Services Provided by BMS | 111 | ||||
Schedule 9 | Human Resources Services Provided by MJN | 117 | ||||
Schedule 10 | Human Resources Services (Corporate) Provided by BMS | 121 | ||||
Schedule 11 | Compliance Services Provided by BMS | 127 | ||||
Schedule 12 | EHS Services Provided by BMS | 130 | ||||
Schedule 13 | Legal Services Provided by BMS | 133 | ||||
Schedule 14 | Other Corporate Services Provided by BMS | 138 | ||||
Schedule 15 | Procurement Services Provided by BMS | 141 | ||||
Schedule 16 | Audit Services Provided by BMS | 146 | ||||
Schedule 17 | Global R&D Services Provided by BMS | 149 | ||||
Schedule 18 | Insurance Services Provided by BMS | 151 | ||||
Schedule 19 | Services Provided by BMS – United States | 154 | ||||
Schedule 20 | Services Provided by MJN – Indiana Tech Ops, Indiana R&D, and Indiana Pharm DC | 157 | ||||
Schedule 21 | Services Provided by BMS – Canada | 159 | ||||
Schedule 22 | Services Provided by MJN – Canada | 162 | ||||
Schedule 23 | Services Provided by BMS – Puerto Rico | 164 | ||||
Schedule 24 | Services Provided by BMS – Central America | 169 | ||||
Schedule 25 | Services Provided by BMS – Caribbean | 170 | ||||
Schedule 26 | Services Provided by BMS – Colombia | 171 | ||||
Schedule 27 | Supplemental Services Provided by BMS – Colombia | 173 | ||||
Schedule 28 | Services Provided by BMS – Ecuador | 175 | ||||
Schedule 29 | Services Provided by BMS – Venezuela | 177 | ||||
Schedule 30 | Supplemental Services Provided by BMS – Venezuela | 180 | ||||
Schedule 31 | Services Provided by MJN – Peru | 182 | ||||
Schedule 32 | Services Provided by BMS – Xxxx | 000 | ||||
Xxxxxxxx 00 | Xxxxx 0 Services Provided by BMS – Argentina | 185 | ||||
Schedule 34 | Phase 1 Services Provided by MJN – Argentina | 187 | ||||
Schedule 35 | Phase 2 Services Provided by BMS – Argentina | 189 | ||||
Schedule 36 | Services Provided by BMS – China | 194 | ||||
Schedule 37 | Services Provided by BMS – Hong Kong | 196 | ||||
Schedule 38 | Services Provided by MJN – Hong Kong | 198 | ||||
Schedule 39 | Services Provided by MJN – Malaysia | 201 | ||||
Schedule 40 | Services Provided by MJN – Philippines | 206 | ||||
Schedule 41 | Services Provided by MJN – Thailand | 213 | ||||
Schedule 42 | Services Provided by BMS – India | 218 | ||||
Schedule 43 | Services Provided by BMS – Taiwan | 220 | ||||
Schedule 44 | Services Provided by BMS – Australia | 223 |
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Schedule 45 | Services Provided by BMS – Asia Regional Offices | 225 | ||
Schedule 46 | Services Provided by MJN – Vietnam | 226 | ||
Schedule 47 | Services Provided by BMS – Spain | 227 | ||
Schedule 48 | Services Provided by BMS – Portugal | 229 | ||
Schedule 49 | Services Provided by BMS – France | 231 | ||
Schedule 50 | Services Provided by BMS – Belgium | 233 | ||
Schedule 51 | Services Provided by BMS – Italy | 235 | ||
Schedule 52 | Services Provided by BMS – Poland | 237 | ||
Schedule 53 | Services Provided by BMS – Russia | 239 | ||
Schedule 54 | Services Provided by BMS – Sweden | 242 | ||
Schedule 55 | Services Provided by BMS – Denmark | 244 | ||
Schedule 56 | Services Provided by BMS – Norway | 246 | ||
Schedule 57 | Services Provided by BMS – Netherlands (Excluding Nijmegen) | 248 | ||
Schedule 58 | Services Provided by BMS – United Kingdom | 250 | ||
Schedule 59 | Services Provided by BMS – Ireland | 252 | ||
Schedule 60 | Services Provided by BMS – Finland | 254 | ||
Schedule 61 | Services Provided by BMS – Greece | 256 |
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AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT
This AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT, dated as of January 31, 2009, is by and between XXXXXXX-XXXXX SQUIBB COMPANY, a Delaware corporation (“BMS”), and XXXX XXXXXXX NUTRITION COMPANY, a Delaware corporation (“MJN”).
W I T N E S S E T H
WHEREAS, BMS, MJN and MJN Restructuring Holdco, Inc. have entered into that certain Separation Agreement, dated as of January 31, 2009 (the “Separation Agreement”), pursuant to which MJN’s business was separated from the rest of BMS’s business (the “Separation”).
WHEREAS, in connection with the Separation, BMS, MJN and MJN Restructuring Holdco, Inc. agreed to the mutual covenants set forth in the Transitional Services Agreement (the “Original Agreement”), dated January 31, 2009.
WHEREAS, MJN Restructuring Holdco, Inc. has merged with and into MJN, with MJN being the surviving corporation.
WHEREAS, the parties have determined that it is appropriate and desirable to amend and restate the Original Agreement.
WHEREAS, the parties have agreed that BMS will continue to provide certain services to MJN and its Affiliates (defined below) and that MJN will provide certain services to BMS and its Affiliates, each on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and undertakings contained herein and the transactions contemplated by the Separation Agreement, the receipt and sufficiency of which are acknowledged, the parties hereby agree that the Original Agreement is amended and restated in its entirety as follows:
SECTION 1. Definitions.
(a) Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Separation Agreement. Capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, will have the meaning ascribed to such word in this Agreement. For purposes of this Agreement, the following words and phrases will have the following meanings:
“Additional Services” will have the meaning set forth in Section 2(b).
“Affiliate” of any Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that MJN and its subsidiaries are not Affiliates of BMS and its subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.
“Agreement” will have the meaning set forth in the preamble of this Agreement.
“Ancillary Agreement” means any agreement between BMS and MJN including the Separation Agreement, Tax Matters Agreement, Registration Rights Agreement and Employee Matters Agreement.
“BMS” will have the meaning set forth in the preamble of this Agreement.
“Claims” will have the meaning set forth in Section 5(b)(iv).
“Early Termination Fees” will have the meaning set forth in Section 4(b).
“Employee Matters Agreement” means the Employee Matters Agreement dated as of January 31, 2009, between BMS and MJN.
“Exhibit” will have the meaning set forth in Section 2(a).
“Force Majeure Event” will have the meaning set forth in Section 2(d)(ii).
“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.
“Historical Levels” will have the meaning set forth in Section 2(d)(i).
“Indemnitee” will have the meaning set forth in Section 5(b)(iv).
“Indemnitor” will have the meaning set forth in Section 5(b)(iv).
“Information” means information in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.
“Initial Services” will have the meaning set forth in Section 2(a).
“Law” means any law, statute, rule, regulation, license, permit, registration or similar authorization or other requirement imposed or issued by a Governmental Authority.
“MJN” will have the meaning set forth in the preamble of this Agreement.
“Original Agreement” will have the meaning set forth in the recitals of this Agreement.
“Provider” means, with respect to any particular Service, the entity or entities identified on the applicable Schedule as the party to provide such Service.
“Provider Personnel” will have the meaning set forth in Section 2(i).
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“Recipient” means, with respect to any particular Service, the entity or entities identified on the applicable Schedule as the party to receive such Service.
“Registration Rights Agreement” means the Registration Rights Agreement dated as of February 17, 2009, between BMS and MJN.
“Review Meetings” will have the meaning set forth in Section 2(k).
“Schedule” will have the meaning set forth in Section 2(a).
“Separation” will have the meaning set forth in the recitals of this Agreement.
“Separation Agreement” will have the meaning set forth in the recitals of this Agreement.
“Separation Date” means the date of the Separation Agreement.
“Service Period” means, with respect to any Service, the period commencing on the Separation Date and ending on the earlier of (i) the date the Recipient terminates the provision of such Service pursuant to Section 4(b), and (ii) the termination date (measured as the number of days from the date hereof or indicated by reference to a specific date) specified with respect to such Service on the Schedule or Exhibit applicable to such Service.
“Services” will have the meaning set forth in Section 2(b).
“Subsidiary” will have the meaning set forth in the Separation Agreement.
“System” means the software, hardware, data store or maintenance and support components or portions of such components of a set of information assets identified in a Schedule or an Exhibit.
“Tax” means all forms of direct and indirect taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts.
“Tax Matters Agreement” means the Tax Matters Agreement dated as of February 10, 2009, between BMS and MJN.
“Tax Return” means any return, filing, report, questionnaire, information statement or other document required to be filed, including amended returns that may be filed, for any taxable period with any Taxing Authority (whether or not a payment is required to be made with respect to such filing).
“Taxing Authority” means any Governmental Authority imposing Taxes.
“VAT” means value added tax, goods and services tax and any sales, transfer, services, consumption, business, use or transaction tax.
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SECTION 2. Services.
(a) Initial Services. Except as otherwise provided herein, during the applicable Service Period, each Provider agrees to provide, or with respect to any service to be provided by an Affiliate of the Provider, to cause such Affiliate to provide, to the Recipient, or with respect to any service to be provided to an Affiliate of the Recipient, to such Affiliate, the applicable services (the “Initial Services”) set forth on the Schedules (each, a “Schedule”) annexed hereto.
(b) Additional Services. From time to time during the applicable Service Period, the parties may identify additional services that the Provider will provide to the Recipient in accordance with the terms of this Agreement (the “Additional Services” and, together with the Initial Services, the “Services”). If the parties agree to add any Additional Services, the parties will mutually create a Schedule or amend an existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service, the term during which such Service will be provided, the cost, if any, for such Service and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the applicable Schedule must be executed by a duly authorized representative of each party, at which time such Additional Service will, together with the Initial Services, be deemed to constitute a “Service” for the purposes hereof and will be subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section 5(l). Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.
(c) Scope of Services. Notwithstanding anything to the contrary herein, (i) neither the Provider nor any of its Affiliates will be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other person other than the applicable Recipient or its Affiliates, and (ii) the Provider makes no warranties, express or implied, with respect to the Services, except as provided in Section 2(e).
(d) Limitation on Provision of Services.
(i) Except as expressly contemplated in the Schedules, neither the Provider nor any of its Affiliates will be obligated to perform or to cause to be performed any Service in a volume or quantity that exceeds on an annualized basis 110 percent of the historical volumes or quantities of Services performed by it or its Affiliates for the business of the Recipient during calendar year 2008, without reference to the transactions contemplated by the Separation Agreement (“Historical Levels”); provided, however, if the Recipient wishes to increase the volume or quantity of such Services provided under this Agreement by more than such amount, the Recipient will make a request to the appropriate Provider in writing in accordance with Section 5(n) at least ten (10) Business Days prior to the next Review Meeting setting out in as much detail as reasonably possible the change requested and the reason for requesting the change, which request will be considered at the next Review Meeting. The Provider may, in its sole discretion, choose to accommodate or not to accommodate any such request in part or in full.
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(ii) In case performance of any terms or provisions hereof will be delayed or prevented, in whole or in part, because of, or related to, compliance with any Law, decree, request or order of any Governmental Authority, either local, state, federal or foreign, or because of riots, war, public disturbance, strike, labor dispute, fire explosion, storm, flood, acts of God, major breakdown or failure of transportation, manufacturing, distribution or storage facilities, or for any other reason which is not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence such party is unable to prevent (each, a “Force Majeure Event”), then upon prompt notice by the party so suffering to the other party, the party suffering will be excused from its obligations hereunder during the period such Force Majeure Event continues, and no liability will attach against either party on account thereof. No party will be excused from performance if such party fails to use reasonable diligence to remedy the situation and remove the cause and effect of the Force Majeure Event.
(iii) If the Provider is unable to provide a Service hereunder because it does not have the necessary assets because such asset was transferred from the Provider to the Recipient, the parties will determine a mutually acceptable arrangement to provide the necessary access to such asset and until such time as access is provided, the Provider’s failure to provide such Service will not be a breach of this Agreement.
(iv) Notwithstanding anything to the contrary contained herein, this Agreement will not constitute an agreement for the Provider to provide Services to the Recipient to the extent that the provision of any such Services would not be in compliance with applicable Laws.
(e) Standard of Performance; Standard of Care.
(i) The Provider will use its commercially reasonable efforts to provide and cause its Affiliates to provide the Services in a manner which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient immediately prior to the date hereof; provided, however, that nothing in this Agreement will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. The Recipient acknowledges that the Provider’s obligation to provide the Services is contingent upon the Recipient (A) providing in a timely manner all information, documentation, materials, resources and access requested by the Provider and (B) making timely decisions, approvals and acceptances and taking in a timely manner such other actions requested by the Provider, in each case that the Provider (in its reasonable business judgment) believes is necessary or desirable to enable the Provider to provide the Services; provided, however, that the Provider requests such approvals, information, materials or services with reasonable prior notice to the extent practicable. Notwithstanding anything to the contrary herein, the Provider shall not be responsible for any failure to provide
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any Service in the event that the Recipient has not fully complied with the immediately preceding sentence. The parties acknowledge and agree that nothing contained in any Schedule will be deemed to (A) increase or decrease the standard of care imposed on the Provider, (B) expand the scope of the Services to be provided as set forth in Section 2, except to the extent that a Schedule references a Service that was not provided immediately prior to the date hereof, or (C) limit Sections 5(a) and 5(b).
(ii) In providing the Services, except to the extent necessary to maintain the level of Service provided on the date hereof (or with respect to any Additional Service, the agreed-upon level), the Provider will not be obligated to: (A) hire any additional employees or (B) purchase, lease or license any additional equipment, software or other assets; and in no event will the Provider be obligated to (x) maintain the employment of any specific employee or (y) pay any costs related to the transfer or conversion of the Recipient’s data to the Provider or any alternate supplier of Services. Further, the Provider will have the right to designate which personnel it will assign to perform the Services, and it will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third-party provider at any time to perform the Services. At the Recipient’s request, the Provider will consult in good faith with the Recipient regarding the specific personnel to provide any particular Services; provided, however, that the Provider’s decision will control and be final and binding.
(iii) The Provider’s sole responsibility to the Recipient for errors or omissions committed by the Provider in performing the Services will be to correct such errors or omissions in the Services at no additional cost to the Recipient; provided, however, that the Recipient must promptly advise the Provider of any such error or omission of which it becomes aware after having used commercially reasonable efforts to detect any such errors or omissions.
(iv) The parties and their respective Affiliates will use good faith efforts to cooperate with each other in connection with the performance of the Services hereunder, including producing on a timely basis all information that is reasonably requested with respect to the performance of Services; provided, however, that such cooperation does not unreasonably disrupt the normal operations of the parties and their respective Affiliates; provided further that the party requesting cooperation will pay all reasonable out-of-pocket costs and expenses incurred by the party furnishing cooperation, unless otherwise expressly provided in this Agreement or the Separation Agreement. Such cooperation will include exchanging information, providing electronic access to systems used in connection with the Services and obtaining or granting all consents, licenses, sublicenses, permits, registrations, authorizations or approvals necessary to permit each party to perform its obligations hereunder. Notwithstanding anything in this Agreement to the contrary, the Recipient will be solely responsible for paying for the costs of obtaining such consents, licenses, sublicenses, permits, registrations, authorizations or approvals, including reasonable legal fees and expenses. Either party providing electronic access to systems used in connection with Services may limit the scope of access to the applicable requirements of the relevant matter through any reasonable means available, and any such access will be subject to the terms of Section 5(h). The
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exchange of information or records (in any format, electronic or otherwise) related to the provision of Services under this Agreement will be made to the extent that (A) such records/information exist and are created in the ordinary course, (B) do not involve the incurrence of any material expense, and (C) are reasonably necessary for any such party to comply with its obligations hereunder or under applicable Law. Subject to the foregoing terms, the parties will cooperate with each other in making information available as needed in the event of a Tax audit or in connection with statutory or governmental compliance issues, whether in the United States or any other country; provided, however, that the provision of such information will be without representation or warranty as to the accuracy or completeness of such information. For the avoidance of doubt, and without limiting any privilege or protection that now or hereafter may be shared by the Provider and the Recipient, neither party will be required to provide any document if the party who would provide such document reasonably believes that so doing would waive any privilege or protection (e.g., attorney-client privilege) applicable to such document.
(v) If the Provider reasonably believes it is unable to provide any Service because of a failure to obtain necessary consents (e.g., third-party approvals or instructions or approvals from the Recipient required in the ordinary course of providing a Service), licenses, sublicenses, permits, registrations, authorizations or approvals contemplated by Section 2(e)(iv), such failure shall not constitute a breach hereof by the Provider and the parties will cooperate to determine the best alternative approach; provided, however, that in no event will the Provider be required to provide such Service until an alternative approach reasonably satisfactory to the Provider is found or the consents, licenses, sublicenses, permits, registrations, authorizations or approvals have been obtained.
(f) Prices for Services. Services provided to any Recipient pursuant to the terms of this Agreement will be charged at the prices set forth for such Service on the applicable Schedule. Unless otherwise provided in a Schedule hereto by explicit reference to this Section 2(f), a Service provided by Provider to any Recipient pursuant to the terms of this Agreement will be charged at the prices set forth for such Service on the applicable Schedule plus an uplift equal to (i) two percent (2%) for Services originating within the United States, regardless of where such Services are received, or (ii) seven and one-half percent (7.5%) for Services originating outside of the United States, regardless of where such Services are received. Except as set forth in Schedule 3 and Schedule 4 hereto, at the end of each twelve (12) months during the term of the Agreement, Provider will review the charges, costs and expenses actually incurred by Provider in providing any Service (collectively, “Actual Cost”) during the previous twelve (12) months. In the event the Provider determines that the Actual Cost for any service materially differs from the aggregate costs charged to Recipient for that Service for that period, Provider will deliver to Recipient documentation for such Actual Cost and the parties will renegotiate in good faith to adjust the appropriate costs charged to Recipient prospectively.
(g) Changes in Services. The parties agree and acknowledge that any Provider may make changes from time to time in the manner of performing the applicable Services if such Provider is making similar changes in performing similar services for itself, its Affiliates or other third parties, if any, and if such Provider furnishes to the Recipient substantially the same notice (in content and timing) as such Provider provides to its Affiliates or other third parties, if any, respecting such changes. In addition to, and
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without limiting the immediately preceding sentence in any way, and notwithstanding any provision of this Agreement to the contrary, such Provider may make any of the following changes without obtaining the prior consent of the Recipient: (i) changes to the process of performing a particular Service that do not adversely affect the benefits to the Recipient of such Provider’s provision or quality of such Service in any material respect or materially increase the charge for such Service; (ii) emergency changes on a temporary and short-term basis; and (iii) changes to a particular Service in order to comply with applicable Law or regulatory requirements.
(h) Services Performed by Third Parties. Nothing in this Agreement will prevent the Provider from using its Affiliates or third parties to perform all or any part of a Service hereunder. The Provider will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms, including any obligations it performs through its Affiliates or third parties, and the Provider will be solely responsible for payments due any such Affiliates or third parties.
(i) Responsibility for Provider Personnel. All personnel employed, engaged or otherwise furnished by the Provider in connection with its rendering of the Services will be the Provider’s employees, agents or subcontractors, as the case may be (collectively, “Provider Personnel”). The Provider will have the sole and exclusive responsibility for Provider Personnel, will supervise Provider Personnel and will cause Provider Personnel to cooperate with the Recipient in performing the Services in accordance with the terms and conditions of Section 2(e). The Provider will pay and be responsible for the payment of any and all premiums, contributions and Taxes for workers’ compensation insurance, unemployment compensation, disability insurance, and all similar provisions now or hereafter imposed by any Governmental Authority with respect to, or measured by, wages, salaries or other compensation paid, or to be paid, by the Provider to Provider Personnel.
(j) Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale, Transfer, Assignment; Copies. All materials, software, tools, data, inventions, works of authorship, documentation, and other innovations of any kind, including any improvements or modifications to the Provider’s proprietary computer software programs and related materials, that the Provider, or personnel working for or through the Provider, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing Services or as a result of such Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection (collectively the “Work Product”), as between the Provider and the Recipient, will be solely owned by the Provider. Upon the termination of any of the Services, (i) the Recipient will return to the Provider, as soon as practicable, any equipment or other property of the Provider relating to such terminated Services which is owned or leased by the Provider and is, or was, in the Recipient’s possession or control; and (ii) the Provider will transfer to the Recipient, as soon as practicable, any and all supporting, back-up or organizational data or information of the Recipient used in supplying the Service to the Recipient. In addition, the parties will use good-faith efforts at the termination of this Agreement or any specific Service provided hereunder, to ensure that all user identifications and passwords related thereto, if any, are canceled, and that any other data (as well as any and all back-up of that data) pertaining solely to the other party and related to such Service will be returned to such other party and deleted or removed from the applicable computer systems. All systems, procedures and related materials provided to the Recipient are for the Recipient’s internal use only and only as related to the Services or any of the underlying
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Systems used to provide the Services and unless the Provider gives its prior written consent in each and every instance (in its sole discretion), the Recipient may not sell, transfer, assign or otherwise use the Services provided hereunder, in whole or in part, for the benefit of any person other than an Affiliate of the Recipient. The Recipient will not copy, modify, reverse engineer, decompile or in any way alter Systems without the Provider’s express written consent (in its sole discretion).
(k) Cooperation. Each party will designate in writing to the other party one (1) representative to act as a contact person with respect to all issues relating to the provision of the Services pursuant to this Agreement. Such representatives will hold review meetings by telephone or in person, as mutually agreed upon, approximately every two (2) weeks to discuss issues relating to the provision of the Services under this Agreement (“Review Meetings”). In the Review Meetings such representatives will be responsible for (A) discussing any problems identified relating to the provision of Services and, to the extent changes are agreed upon, implementing such changes and (B) providing notice that any Service has since the prior Review Meeting for the first time exceeded, or is anticipated to exceed, the usual and customary volume for such Service as described in the applicable Schedule.
SECTION 3. Charges and Payment.
(a) Procedure. Charges for the Services will be charged to and payable by the Recipient, or with respect to any Service to be provided to an Affiliate of the Recipient, by such Affiliate. Amounts payable pursuant to the terms of this Agreement will be paid to the Provider, or with respect to any Service to be provided by an Affiliate of the Provider, by such Affiliate, at the time provided in the applicable Schedule.
(b) Late Payments. Charges not paid within twenty-five (25) days after the date when payable will bear interest at the rate of 0.75% per month for the period commencing on the due date and ending on the date that is twenty-five (25) days after such due date, and thereafter at the rate of 1.5% per month until the date payment is received in full by the Provider.
(c) VAT. All amounts payable for the Services pursuant to Sections 3(a) and 3(b) are exclusive of any VAT which is or may be chargeable on the supply or supplies for which such amounts are the whole or part of the consideration for VAT purposes. Any VAT so chargeable shall be borne by the Recipient and shall either be accounted for by the Recipient (where this is required by local Laws or regulations) or paid by the Recipient to the Provider, in either case in addition to the amounts payable pursuant to Sections 3(a) and 3(b). The Provider shall deliver to the Recipient (or, where applicable, the Recipient shall deliver to the Provider): (i) a valid VAT invoice; and (ii) any other document as may be required by the Recipient to recover the VAT chargeable or claim exemption from VAT, in each case in such form and within any such timing deadlines as may be required by local laws or regulations.
SECTION 4. Term and Termination.
(a) Termination Dates. Unless otherwise terminated pursuant to Section 4(b), this Agreement will terminate with respect to any Service at the close of business on the last day of the Service Period for such Service, unless the parties have agreed in writing to an extension of the Service Period.
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(b) Early Termination by the Recipient. As provided in the Schedules (regarding the required number of days for written notice), the Recipient may terminate this Agreement with respect to either all or any one or more of the Services, at any time and from time to time (except in the event such termination will constitute a breach by Provider of a third party agreement related to providing such Services), by giving the required written notice to the Provider of such termination (each, a “Termination Notice”). Early termination by the Recipient will obligate the Recipient to pay to the Provider the entire early termination fee provided for in each Schedule subject (in whole or in part) to early termination (the “Early Termination Fees”). Unless provided otherwise in the applicable Schedule, all Services within a Schedule must be terminated simultaneously. As soon as reasonably practicable after its receipt of a Termination Notice, the Provider will advise the Recipient as to whether early termination of such Services will require the termination or partial termination, or otherwise affect the provision of, certain other Services (it being understood that the Recipient shall not be entitled to terminate the Information Technology Services described in Schedules 3 and 4 unless the other Services corresponding thereto are also terminated). If this will be the case, the Recipient may withdraw its Termination Notice within five (5) business days. If the Recipient does not withdraw the Termination Notice within such period, such termination will be final and the Recipient will be deemed to have agreed to the termination, partial termination or affected provision of such other Services and to pay the Early Termination Fees.
(i) Early Termination Requirements for Facility Leases. Commercially reasonable efforts shall be taken to ensure that facility leases entered into or renewed pursuant to this Agreement shall provide for early termination upon commercially reasonable terms.
(c) Termination by the Provider. As provided in the Schedules (regarding the required number of days of written notice), the Provider may terminate this Agreement with respect to either all or any one or more of the Services, at any time and from time to time, by giving the required written notice to the Recipient of such termination, if at such time the Provider does not perform such Service for itself or its Affiliates. Additionally, the Provider may terminate this Agreement by giving written notice of such termination to the Recipient, if the Recipient breaches any material provision of this Agreement (including a failure to timely pay an invoiced amount); provided, however, that the Recipient will have thirty (30) days after receiving such written notice to cure any breach which is curable before the termination becomes effective.
(d) Termination by BMS. Tax, Treasury, Human Resources, Compliance, EHS, Legal, Procurement, Audit and Insurance Services provided by BMS may be terminated by BMS upon ninety (90) days’ prior written notice; provided that BMS and its subsidiaries, other than MJN, have ceased to beneficially own shares of Common Stock representing greater than 50 percent of the total voting power of the outstanding shares generally entitled to elect directors of MJN prior to giving such notice.
(e) Effect of Termination of Services. In the event of any termination with respect to one or more, but less than all, of the Services, this Agreement will continue in full force and effect with respect to any Services not so terminated. Upon the termination of any or all of the Services, the Provider will cease, or cause its applicable Affiliates or third-party providers to cease, providing the terminated Services. Upon each such termination, the Recipient will promptly (i) pay to the Provider all fees accrued through the effective date of the Termination Notice, and (ii) pay to the Provider the applicable Early Termination Fees.
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(f) Data Transmission. In connection with the termination of a particular Service, on or prior to the last day of each relevant Service Period, the Provider will cooperate fully and will cause its Affiliates to cooperate fully to support any transfer of data concerning the relevant Services to the applicable Recipient. If requested by the Recipient in connection with the prior sentence, the Provider will deliver and will cause its Affiliates to deliver to the applicable Recipient, within such time periods as the parties may reasonably agree, all records, data, files and other information received or computed for the benefit of such Recipient during the Service Period, in electronic and/or hard copy form; provided, however, that (i) the Provider will not have any obligation to provide or cause to provide data in any non-standard format and (ii) if the Provider, in its sole discretion, upon request of the Recipient, chooses to provide data in any non-standard format, the Provider and its Affiliates will be reimbursed for their reasonable out-of-pocket costs for providing data electronically in any format other than its standard format, unless expressly provided otherwise in the applicable Schedule.
SECTION 5. Miscellaneous.
(a) DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PROVIDER MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE.
(b) Limitation of Liability; Indemnification.
(i) Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other party and are not guaranteed directly or indirectly by such other party’s stockholders, members, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in the Separation Agreement, and subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party as a result of the other party’s action or inaction.
(ii) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedules to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, stockholders, managers, directors, officers, employees or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the part of the Provider or any of its members, stockholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result
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of such gross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service, (ii) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any such alternatives to the Services by selecting the most cost effective alternatives which provide the functional equivalent of the Services replaced.
(iii) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5(B)(II) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5(B)(III).
(iv) The Recipient agrees to indemnify and hold harmless the Provider and Affiliates and their respective members, stockholders, managers, directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may be asserted or imposed against the Provider or such persons by a third party who is not an Affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such agreement by the Provider, except (with respect to both of the foregoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any such Claim, Indemnitor will, at its own cost and expense, select legal counsel, and conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the Indemnitor and
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Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed).
(c) Compliance with Law and Governmental Regulations. The Recipient will be solely responsible for (i) compliance with all Laws affecting its business and (ii) any use the Recipient may make of the Services to assist it in complying with such Laws. Without limiting any other provisions of this Agreement, the parties agree and acknowledge that neither party has any responsibility or liability for advising the other party with respect to, or ensuring the other party’s compliance with, any public disclosure, compliance or reporting obligations of such other party (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Xxxxxxxx-Xxxxx Act of 2002 and rules and regulations promulgated under such Acts or any successor provisions), regardless of whether any failure to comply results from information provided hereunder.
(d) No Partnership or Joint Venture; Independent Contractor. Nothing contained in this Agreement will constitute or be construed to be or create a partnership or joint venture between the parties or any of their respective Affiliates, successors or assigns. The parties understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other party, or to bind any other party in any manner whatsoever. The parties expressly acknowledge that the Provider is an independent contractor with respect to the Recipient in all respects, including with respect to the provision of the Services.
(e) Non-Exclusivity. The Provider and its Affiliates may provide services of a nature similar to the Services to any other Person. There is no obligation for the Provider to provide the Services to the Recipient on an exclusive basis.
(f) Expenses. Except as otherwise provided herein, each party will pay its own expenses incident to the negotiation, preparation and performance of this Agreement, including the fees, expenses and disbursements of their respective investment bankers, accountants and counsel.
(g) Further Assurances. From time to time, each party will use its commercially reasonable efforts to take or cause to be taken, at the cost and expense of the requesting party, such further actions as may be reasonably necessary to consummate or implement the transactions contemplated hereby or to evidence such matters.
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(h) Confidentiality.
(i) Subject to Section 5(h)(iii), each party, on behalf of itself and its respective Affiliates, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to such party’s confidential and proprietary information pursuant to policies in effect as of the date hereof, all Information concerning the other party and its Affiliates that is either in its possession (including Information in its possession prior to the date hereof) or furnished by the other party, its Affiliates or their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or otherwise, and will not use any such Information other than for such purposes as will be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the public domain through no fault of such party or its Affiliates or any of their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by such party (or its Affiliates) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference or prior access to any proprietary or confidential Information of the other party.
(ii) Each party agrees not to release or disclose, or permit to be released or disclosed, any Information of the other party or its Affiliates to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who will be advised of their obligations hereunder with respect to such Information), except in compliance with Section 5(h)(iii); provided, however, that any Information may be disclosed to third parties (who will be advised of their obligation hereunder with respect to such Information) retained by the Provider as the Provider reasonably deems necessary to perform the Services.
(iii) In the event that any party or any of its Affiliates either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law (including pursuant to any rule or regulation of any Governmental Authority) or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of any other party (or of the other party’s Affiliates) that is subject to the confidentiality provisions hereof, such party will notify the other party prior to disclosing or providing such Information and will cooperate at the expense of such other party in seeking any reasonable protective arrangements (including by seeking confidential treatment of such Information) requested or required by such other party. Subject to the foregoing, the person that received such a request or determined that it is required to disclose Information may thereafter disclose or provide Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority; provided, however, that such Person provides the other party upon request with a copy of the Information so disclosed.
(i) Headings. The Article, section and paragraph headings contained in this Agreement or in any Schedule or Exhibit hereto and in the table of contents to this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.
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(j) Interpretation. For all purposes of this Agreement and the Schedules and Exhibits to this Agreement: (i) the terms defined in Section 1(a) have the meanings assigned to them in Section 1(a) and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the meanings assigned under generally accepted accounting principles; (iii) all references in this Agreement to designated “Articles”, “Sections”, “Schedules”, “Exhibits” and other subdivisions are to the designated Articles, Sections, Schedules, Exhibits and other subdivisions of the body of this Agreement; (iv) pronouns of either gender or neuter will include, as appropriate, the other pronoun forms; (v) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (vi) “or” is not exclusive; (vii) “including” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (viii) “may not” is not prohibitive and not permissive; (ix) “party” or “parties” refer to a party or parties to this Agreement unless otherwise indicated; (x) any definition of, or reference to, any law, agreement, instrument or other document herein will be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; and (xi) any definition of, or reference to, any statute will be construed as referring also to any rules and regulations promulgated thereunder.
(k) Tax Matters. The Tax Matters Agreement embodies the entire understanding between the parties to this Agreement relating to (i) the responsibility for the preparation and filing of Tax Returns, and (ii) the liability for Taxes, all or a portion of which Taxes and Tax Returns may arise as a result of or in connection with the transactions contemplated by this Agreement. This Agreement is not intended to, and does not, modify, amend or supersede either the Tax Matters Agreement, or the understanding embodied in it.
(l) Amendments. This Agreement (including the Schedules) may not be amended except by an instrument in writing executed by a duly authorized representative of each party. By an instrument in writing, the Provider, on the one hand, or the Recipient, on the other hand, may waive compliance by the other with any term or provision of this Agreement (including the Schedules) that such other party was or is obligated to comply with or perform. Any such waiver will only be effective in the specific instance and for the specific and limited purpose for which it was given and will not be deemed a waiver of any other provision of this Agreement (including the Schedules) or of the same breach or default upon any recurrence thereof. No failure on the part of any party to exercise and no delay in exercising any right hereunder will operate as a waiver thereof nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
(m) Inconsistency. Neither the making nor the acceptance of this Agreement will enlarge, restrict or otherwise modify the terms of the Separation Agreement or constitute a waiver or release by any party of any liabilities, obligations or commitments imposed upon them by the terms of the Separation Agreement, including the representations, warranties, covenants, agreements and other provisions of the Separation Agreement. In the event of any inconsistency between the terms of this Agreement (including the Schedules), on the one hand, and the terms of the Separation Agreement,
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on the other hand, the terms of the Separation Agreement will control. In the event of any inconsistency between the terms of this Agreement, on the one hand, and any of the Schedules, on the other hand, the terms of this Agreement (other than charges for Services) will control.
(n) Notices. All notices or other communications required or permitted to be given hereunder or under any Schedule or Exhibit will be in writing and will be delivered by hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and will be deemed given when so delivered by hand, electronic mail, telexed, cabled or telecopied, or if mailed, three days after mailing (one Business Day in the case of express mail or overnight courier service) to the contact person listed in the applicable Schedule. Any party may, by notice to the other party, change the contact person to which such notices are to be given.
(o) Assignment; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights and obligations of the parties may be assigned by any party without the prior written consent of the other party, except that (i) the Recipient may assign its rights under this Agreement to any Affiliate or Affiliates of the Recipient without the prior written consent of the Provider, (ii) the Provider may assign any rights and obligations hereunder to (A) any Affiliate or Affiliates of the Provider capable of providing such Services hereunder or (B) third parties to the extent such third parties are routinely used to provide the Services to Affiliates and businesses of the Provider, in either case without the prior written consent of the Recipient, and (iii) an assignment by operation of Law in connection with a merger or consolidation will not require the consent of the other party. Notwithstanding the foregoing, each party will remain liable for all of its respective obligations under this Agreement. Subject to the first sentence of this Section 5(o), this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section 5(o) will be void.
(p) Entire Agreement. This Agreement, the Ancillary Agreements, the Schedules and appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein.
(q) Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.
(r) Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable Law or public policy, all other conditions and provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement
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is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.
(s) Incorporation by Reference. All Schedules to this Agreement are incorporated herein by reference and made a part of this Agreement as if set forth in full herein. Section 11.16 of the Separation Agreement is incorporated herein by reference, mutatis mutandis, as if set forth herein.
(t) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.
XXXXXXX-XXXXX SQUIBB COMPANY, | ||
By | /s/ Xxxxxxx XxXxxxxxx | |
Name: | Xxxxxxx XxXxxxxxx | |
Title: | Vice President |
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.
MJN RESTRUCTURING HOLDCO, INC., | ||
By | /s/ Xxxxxxx P’Pool | |
Name: | Xxxxxxx P’Pool | |
Title: | Sr. VP and Secretary |
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.
XXXX XXXXXXX NUTRITION COMPANY, | ||
By | /s/ Xxxxxxx P’Pool | |
Name: | Xxxxxxx P’Pool | |
Title: | Sr. VP and Secretary |
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SCHEDULE 1
FINANCIAL SERVICES PROVIDED BY BMS
Services Summary Description
Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2).
Services
Service |
Description |
Countries | ||
Accounting | ||||
General Accounting | • Processing of journal entries
• Preparation of Account Reconciliation
• Monthly local and management profit and loss, and balance sheet reporting, and submission to corporate reporting systems (including running monthly closing jobs, such as “revaluation” program, system used to collect actuals)
• Coordination of abandoned property filings
• Maintenance of chart of accounts, including the creation of new company codes and other master data
• Processing inbound and outbound information transfers
• Cost center reporting detail (excluding Thailand)
• Utilization of data archiving and retention tools
• Maintain mapping tables in SAP, BPCS, Mapics, and EARS, as applicable
• Scheduling of interfaces with SAP, BPCS, as applicable
• Processing of appropriate system access requests and production of security and audit reports
• Standard analyses, upon request, of balance sheet or profit and loss statements
• Gross margin system maintenance, reporting and supporting journal entries |
USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Guam, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore1, Vietnam, Australia, Dominican Republic |
1 |
Refers to Singapore Opco, Singapore Holdco and Triple J unless otherwise specifically stated. |
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Service |
Description |
Countries | ||
• Support monthly close process
• Support royalty accounting
• GOA and DOA maintenance and support
• Accrual management and accounting (excluding Thailand)
• Goods in Transit support (excluding Thailand)
• Statutory reporting (excluding Thailand)
• External reporting related to government, SEC, audit and compliance requirements
• Export & Import services (excluding Thailand) |
||||
Gross Margin | Financial management of the corporate intercompany profit reserve created when intercompany sales are eliminated and the subsequent recognition of this intercompany profit on the consolidated P&L. Specific activities are:
• Calculate and record on the P&L recognized Intercompany Profit by management market.
• Assist market/regional finance with monthly analysis/validation of Intercompany profit recognized on the P&L.
• Manage and validate total company Intercompany Profit balance sheet reserve.
• Calculate and record annual revaluation of Intercompany Profit in inventory and coordinate analysis and agreement with market/regional finance.
• Provide markets/headquarters with sales/cost information from Gross Margin System.
• Gross Margin System maintenance & upgrades. |
Worldwide |
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Service |
Description |
Countries | ||
Fixed and Intangible Asset Accounting | • Review construction in progress to ascertain if expenses are properly classified (excluding Thailand)
• Monthly reporting
• Capitalizing closed projects
• Calculating and booking depreciation to general ledger
• Maintain capital expenditure support (excluding Thailand) |
USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Dominican Republic, Argentina, Mexico, China, Indonesia, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore, Vietnam, Australia | ||
Accounts Payable & Disbursements | • Providing accounts payable functionality, including scanning, routing of documents, Web-EDI, EDI, reporting and duplicate payment checking
• Providing vendor and employee inquiry abilities through web or voice technology
• Help desk support and problem resolution
• Processing grant of authority requests and providing reports for review
• Processing wire transfers
• Processing manual check requests (excluding Thailand)
• Vendor check distribution and remittance advices either by electronic means or fax
• Processing invoices through the accounts payable process based upon the payment terms provided by Recipient
• Journal entry preparation, review and approval and manual journal vouchers
• Account Reconciliation preparation, review and approval
• 1099 and 480 reporting
• Support for travel & entertainment expenses
• Corporate and P-Card support
• Vendor master data maintenance |
USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Dominican Republic, Argentina, Mexico, Central America, China, Indonesia, Hong Kong, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Malaysia, Singapore, Vietnam, Australia, Guam |
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Service |
Description |
Countries | ||
• Trial Balance reports for vendors that include detailed invoices and aging
• Parked and blocked document reporting and trending (SAP/BPCS (as applicable) in-boxes)
• Cleared item reporting
• Various metric reports that track performance, including number of invoices processed per month, time taken from scan to payment, time documents sit in SAP/BPCS (as applicable) inboxes, etc.
• Travel and Expense support (including Concur) |
||||
Tax | • Preparation of Tax Returns (income, VAT, sales and use Taxes) (excluding Thailand, China and Vietnam)
• Supporting worldwide Tax services including VAT (excluding Thailand, Canada, China and Vietnam)
• Accounts payable related tax reporting (i.e., 1099s, 480s) (excluding Thailand, China and Vietnam)
• VAT, Sales & Use Tax (excluding Thailand, China and Vietnam)
• Tax services related to PCOPS (the Europe Region only) (excluding Thailand, China and Vietnam)
• Tax Provision and Reporting
• Tax preparation, solely to the extent related to VAT and sales and use taxes (excluding Thailand, China and Vietnam)
• Tax audit support in the areas of income, VAT, sales and use Taxes (excluding Thailand, China and Vietnam). |
USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Puerto Rico, Peru, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Taiwan, Singapore, Nijmegen, China, Vietnam, Thailand, India | ||
Tax (US Only) | • Analyze monthly use tax accruals
• Handle all external sales and use tax and Property Tax inquiries
• Prepare Real and Personal Property Tax Budgets.
• Update Tax Records to capture monthly tax exemptions in Taxware via the STEP process. |
USA | ||
Treasury | • Payment management
• Determining funding levels for local banks |
Brazil, Colombia, Ecuador, Xxxxxxxxx, Xxxx, Xxxxxxxxx, Xxxxxx, |
00
Service |
Description |
Countries | ||
• Processing local transfers
• Issuing checks
• Cadivi Function (Venezuela only)
• Services specifically exclude:
• All cash planning and cash forecasting activities
• Hedging strategy
• Repatriation and Dividend strategy |
Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Australia, Taiwan, Dominican Republic, China, India | |||
Master Data Maintenance | • Administration of standard, routine Pricing, Item Master and customer and material master data maintenance during the Term; provided that Provider shall not provide these services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks the system capability to accommodate. |
USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Hong Kong, Thailand, Philippines, Malaysia, Taiwan, Singapore, Dominican Republic, Australia, Vietnam | ||
Miscellaneous | • Access to WebC3 for departmental expense reporting
• Commissions processing |
USA, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland |
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Service |
Description |
Countries | ||
Financial Reports | Cost Center Reports
• Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports that summarize departmental expenses by account, on both a month-to-date and year-to-date basis. |
USA, Canada (Fixed Assets Reports only), Puerto Rico, Peru, Mexico, China, Indonesia, Philippines, India, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Brazil, Argentina, Dominican Republic, Ecuador, Venezuela, Colombia, Hong Kong, Taiwan, Australia, Vietnam, Singapore, Malaysia, Thailand | ||
Balance Sheet Reports
• Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports for assets and liabilities, indicating change in month-to-month activity as well as current account balance by profit center and opening balances. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide trend reports, which shall be run on a legal entity basis, or on a management basis where certain accounts or portions thereof are allocated between profit centers.
Profit and Loss Reports
• Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide profit and loss reports, which shall be run on a legal entity and a management basis. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a profit and loss trial balance, both with detailed and summary reports, which shall be processed for all profit centers or individually by profit center.
Project Reports
• Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports that track year-to-date and life-to-date project spending. Such reports shall be sorted by either project spending and account, or account and project within each account. |
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Service |
Description |
Countries | ||
Fixed Asset Reports
• Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide fixed asset reports that shall include capital spending by department, general asset listings, assets within a capital appropriation request (“CAR”) report, listing of asset retirements, fixed asset tag listing and an asset history sheet (such history sheet shall reflect all activity to the asset: i.e., retirements, disposals/transfer in/out of depreciation). In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that isolates CARs that have had no spending activity in the prior six (6) months and a capital recapitulation report, which classifies a CAR’s total spending to date, amount capitalized and amount expensed as well as the amount not yet expensed or capitalized. Lastly, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that summarizes assets by location.
Other Reports
• Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide tie-out reports that compare ledger balances against management system interfaces and an account balance report that indicates detailed transaction activity. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), |
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Service |
Description |
Countries | ||
Provider shall provide master data change reports, audit reports, a full profit and loss report by product and other reports that are needed to support Management and Statutory requirements. |
||||
Export Accounting |
• Report sales from Cosmics.
• Apply cash to customers.
• Answer international market questions related to sales and customer accounts.
• Calculate bad debt and PPV, reconcile inventory, set-up new customer accounts/product groups, and record a freight accrual.
• Performing Monthly reporting and month-end close activities. |
USA | ||
Audit |
Support for Internal and External Accounting inquiries. | Canada, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Puerto Rico, Brazil, Ecuador, Argentina, Peru, Mexico, China, Indonesia, Philippines, India, Guam, Dominican Republic, Australia, Malaysia, Singapore, Thailand, Taiwan, Vietnam, Hong Kong | ||
Cost Accounting |
• Calculate and record purchase price variance.
• Provide cost and inventory accounting services to non-manufacturing locations as needed. |
Canada, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Argentina, Brazil, Ecuador, Venezuela, Colombia, Peru, Taiwan, India, Xxxxxxxxx Xxxxxxxx |
00
Service |
Description |
Countries | ||
Credit & Collection | ||||
Billing Invoices |
Provider shall be responsible for the billing of invoices reflective of all promotion and other allowances offered, based on Provider’s authorized pricing as in effect as of the Closing. Provider also shall continue the collection of said billing during the Term. | Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Taiwan, India, Nijmegen | ||
Processing of Customer Deductions | All customer deductions for returns, price and promotion allowances, coupons and other such chargebacks, during the Term shall be processed by Provider, with the liability for such claims allocated as set forth in the Purchase Agreement. A joint communication shall be distributed to customers from Recipient and Provider to clearly delineate the dates when: (a) the liability for claims transfers to Recipient and (b) Provider’s responsibility for collecting and processing ends (at the end of the Term). In order to preserve auditing trails, customer deductions occurring after the Term should be handled directly with each customer and not between Recipient and Provider. | Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Taiwan, India, Nijmegen | ||
Management of credit risks | Provider shall perform all credit services consistent with its policies and procedures existing as of the Closing. The management of credit risks shall be maintained by Provider in conjunction with Recipient. All credit risk for bad debt and/or non-payment of accounts receivable shall be the responsibility of Recipient. | Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Ireland, Nijmegen, Taiwan | ||
Monitoring of Customer Cash Collection | Provider shall monitor customer cash collection and perform follow-up on customers that exceed invoice terms in a manner consistent with the collection services provided to the Business prior to the Closing Date. | Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Taiwan, India, Nijmegen | ||
Periodic Settling | Provider and Recipient will settle on the last day of each calendar month (or the first business day thereafter if such day is not a business day), for the preceding calendar month (or part thereof) in the Term, the net activity of cash collected net of cash paid. | Canada, Puerto Rico, Mexico, Hong Kong, Taiwan, Nijmegen |
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Service |
Description |
Countries | ||
Communicate bankruptcy notices | In the event of a notification of a customer bankruptcy, Provider will immediately communicate the bankruptcy to the Recipient. | USA, Taiwan, India, Canada, Puerto Rico, Nijmegen | ||
Pricing | • Process appropriately authorized requests to create and update customer hierarchy and pricing master records in SAP,
• Refer any customer price queries to Business/ Sales Managers for investigation and approval.
• Check SAP audit reports against authorized requests for accuracy. |
Puerto Rico, Mexico | ||
Audit of cycle counting process | Perform audits/observation of inventory cycle counts at distribution centers. | Taiwan, India, Mexico | ||
Cash Application Services | ||||
Collection Services for Accounts Receivable | Collection services provided for accounts receivable shall be in accordance with the terms and conditions of sale. All costs associated with collection agencies or investigations will be the responsibility of the Recipient. | Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, India, Taiwan, Nijmegen | ||
Cash Application Services | Provider shall be responsible for the collection of customer cash and the application of such payments to appropriate customer accounts and invoices with the receipt of appropriate documents from the relevant bank. Payments received for the Business shall be forwarded to the Business lock-boxes. | Canada, Puerto Rico, Mexico, Nijmegen, Venezuela, Colombia, Ecuador, Brazil, Argentina, Peru, Taiwan, India, Vietnam | ||
Order Entry and Customer Service | ||||
Order Processing (Order-to-Cash) | Provider shall manage all order input, processing, filling, invoicing and shipment functions. All orders shall be processed as per existing metrics. Subject to product availability, Provider shall ensure that the period between its receipt of an order from a customer and the customer’s receipt of the ordered products, or “customer service cycle time”, shall be consistent with historical trends. Provider and Recipient shall work together to develop a transition plan to seamlessly transition order management and order fulfillment so that no later than the date of the termination of the Services described in this paragraph all orders are being managed and fulfilled by Recipient; provided that Provider | Canada (excluding shipping), Puerto Rico, Brazil, Argentina, Colombia, Venezuela, Taiwan, Nijmegen, India |
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Service |
Description |
Countries | ||
shall not be responsible for providing such Services after the expiration of the Term if such transition plan does not result in Recipient managing and fulfilling all orders of the Business. Manage order monitoring, credit holds and order release. | ||||
Maintenance and review of relevant bank accounts | Provider shall maintain and review of relevant bank accounts, including those relevant to order entry and customer service. | Canada, Puerto Rico, Argentina, Brazil, Ecuador, Taiwan, India, Nijmegen, Australia, Mexico | ||
Monthly GST return calculation and preparation | Provider Monthly GST/VAT return calculation and preparation (excluding lodgment) | Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Taiwan, India, Nijmegen, Australia | ||
Pricing, Item Master and customer master file maintenance | • Establish and maintain pricing, item master, and customer master files.
• Establish and maintain customer hierarchy. |
Canada, Puerto Rico, Brazil, Colombia, Venezuela, Ecuador, Argentina, Peru, Taiwan, India, Nijmegen | ||
Coordination, collection of required documents and completion of government bids | Maintain effective filing/archiving system for all required documents for the order process and accounts receivables, in accordance with document retention policy. | Puerto Rico, Taiwan | ||
Monthly sales accruals and cash discount calculations | Record any required accruals each month, and perform discount calculations. | Mexico, Puerto Rico, Argentina, Colombia, Ecuador, Venezuela, Brazil, Peru, Taiwan, India, Nijmegen | ||
Manage customer calls and inquiries | • Receive queries from customers.
• Refer technical, medical and customer queries relating to product usage and specific commercial issues to relevant personnel in Recipient.
• Investigate and resolve queries within agreed timeframe.
• Provider shall make available its existing call centers and toll-free telephone |
Argentina, Colombia, Venezuela, Canada, Puerto Rico, Nijmegen |
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Service |
Description |
Countries | ||
numbers to serve as the primary point of contact for adverse event reports and customer complaints. Recipient shall be solely responsible for the management and resolution of any adverse event reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice. Recipient shall be responsible for the implementation of any required product recalls and associated communications. | ||||
Consolidation Services | • Recipient has the right to use the consolidation system
• The Consolidation module will be maintained for the Recipient
• Two months of knowledge transfer will occur to ensure the recipient. |
Worldwide | ||
Knowledge Transfer | It is understood that the Recipient plans to roll out a global SAP instance with a third party service level delivery platform. Knowledge transfer will occur during this roll-out time. | USA |
Cost
Cost of Services shall be charged each month at a fixed amount of $1,630,071.
Term:
Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.
Knowledge Transfer: When services are terminated, both parties understand that knowledge transfer between the parties will occur. The cost of this knowledge transfer will be determined at the time the notification of the termination occurs.
Service Level Agreements: A Service Level Agreement (“SLA”) between each individual country of the Recipient and Provider will be prepared. Each SLA will address the specific requirements of each country. If there is a discrepancy between the SLA and the TSA, the TSA will take priority.
Early Termination of Services: Termination at any time upon 180 days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country; provided further, that if any Service set forth in this Schedule is so terminated with respect to a particular country, all Services set forth in this Schedule with respect to such country must be concurrently terminated. If the Recipient elects to change the underlying information systems
32
used to perform services provided by Provider, causing Provider to be unable to provide the services without incremental work, Services will considered to be terminated by the Recipient. Any incremental costs incurred by the Provider due to the early termination of outsourced services will be fully absorbed by the Recipient. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.
Recipient: MJN
Provider: BMS
Point of Contact, Recipient: Xxxx Xxxxxxx
Point of Contact, Provider: Xxxxx Xxxxxx
Payment Terms: All payments and cash due to periodic settling are due within thirty (30) days of receipt of invoice by Recipient.
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SCHEDULE 2
FINANCIAL SERVICES PROVIDED BY MJN
Services Summary Description
Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2). The individuals performing these responsibilities will be directed and managed by the Recipient.
Services
Service |
Description |
Countries | ||
Accounting |
||||
Services provided to Asia Satellite Structure: | ||||
General Accounting: | • Journals
• Supporting documentation preparation
• Collection of supporting documentation from others
• Journal Entry input, approval and other JE activities
• Month-end Close Submission
• US GAAP legal entity P&L and balance sheet preparation
• WD 1-5 alignment with Business / Sanity check
• Inventory accounting
• ICBC
• Request and receive ICBC
• Approve ICBC
• Out of balances issue resolutions
• Account reconciliations
• Gathering supporting documentation
• Preparation of reconciliation within the tool
• Reconciliation approval within the tool
• Review reconciliation (traffic light) within the tool
• Others
• GRIR
• GRIR open item review and close |
Hong Kong, Malaysia, Indonesia, Philippines, Vietnam, Thailand, China |
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Service |
Description |
Countries | ||
• GRIR MR11 Clearing
• Others
• Annual US to Local GAAP Corporate Reporting
• Corporate Reporting
• Projection Balance Sheet
• Balance Sheet actuals (flux analysis)
• Direct Customer Product Inventory report
• Corporate Reporting submission – other activities
• Other Corporate Reporting
• Post employment benefits computation
• Legal entity forecasting
• R&D actuals and projection
• FAS 133 Reporting
• Headcount Reporting
• General Accounting Compliance
• New accounting policies implementation
• SOX related activities
• Finance contracts review / contract management finance review
• Internal and external audits
• Management
• Role of coaching / performing supervisory
• Project management / process improvement |
||||
Accounts Payable |
• Providing accounts payable functionality, including scanning, routing of documents, reporting and duplicate payment checking
• Providing vendor and employee inquiry abilities
• Support for travel & entertainment expense processing
• Corporate and P-Card support (including Concur) |
Hong Kong, Malaysia, Indonesia, Philippines, Vietnam, Thailand, China |
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Service |
Description |
Countries | ||
Local General Accounting | Locally provided services on top of those provided by APFSS, on general accounting, fixed and intangible asset accounting, accounts payable and disbursements, financial reports, supporting local tax services, and internal and external audit supports. | Thailand |
Cost
Cost of Services shall be charged each month at a fixed amount of $20,250 per month.
Term:
Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.
Knowledge Transfer:
When services are terminated, both parties understand that knowledge transfer between the parties will occur. The cost of this knowledge transfer will be determined at the time the notification of the termination occurs.
Early Termination of Services: Termination at any time upon 180 days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country; provided further, that if any Service set forth in this Schedule is so terminated with respect to a particular country, all Services set forth in this Schedule with respect to such country must be concurrently terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.
Recipient: BMS
Provider: MJN
Point of Contact, Recipient: Xxxxxx X’Xxxxxx
Point of Contact, Provider: Xxxxx XxxXxxxxx
Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
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SCHEDULE 3
INFORMATION TECHNOLOGY SERVICES PROVIDED BY BMS
Countries: Worldwide
Services Summary Description
Provider shall provide and manage certain information technology services for Recipient as set forth in Exhibit A (Base IT Services Support), Exhibit B (Business Application Support and Development), Exhibit C (Workplace Services) and Exhibit D (IT Project Services) to this Schedule. In addition, upon completion of any project identified in Exhibit D to this Schedule, Provider and Recipient shall amend Exhibits A, B and C to this Schedule to add the completed project to such Exhibits as appropriate. All IT Services provided to Recipient at Historical Levels will continue to be provided except where specifically excluded in this Schedule. Services not included in the scope of this Schedule include: Outsourced Services Management for new services acquired by Recipient, use of Beeline by Recipient for IT contractor management, Consulting Services in cases where Provider has no capability or vested interest in changes to shared infrastructure or applications, Client Facing support by the Strategic Integration Organization outside of the US, and Validation Document Archive for new Applications used only by Recipient. Additionally, costs required to separate Services prior to or during the term of this Schedule are not included in the costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required project intake processes and systems for all requests made against Services made available by Provider.
Changes in Services made by Provider during the Term of this Agreement will be made available to Recipient based on mutual consent, with incremental costs necessary to include Recipient being borne by Recipient. Additional Services adopted by Provider during the Term of this agreement will be made available to Recipient based on mutual consent, with incremental costs necessary to include Recipient being borne by Recipient. Discontinuation of Services by Provider will be made available, on mutual consent, to Recipient with Recipient bearing the full cost associated with that Service. Provider must notify Recipient within 180 days for the first twelve (12) months and ninety (90) days thereafter of any Discontinuation of Services. Recipient must make a request in writing to Provider for inclusion of any Additional Services. At time of receipt of Recipients request by Provider, Provider will within the following thirty (30) days provide a plan of action to include Recipient in the Additional Services or send a rejection of the Recipients request to the Recipient of their request to be included in the Additional Services. Provider will notify Recipient within fifteen (15) days of any Change in Services.
Recipient shall be responsible for the development, construction, testing and implementation of its own computing environment. All costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient.
Without limiting the generality of the foregoing, Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its responsibilities as project manager shall include preparation (and communication to Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other personnel and timely delivery, testing and implementation of the computing environment. Recipient will collaborate with Provider on the development of the project timelines, with Provider and Recipient approving the project timelines before any business plans are made to effect change in either the Recipient or
37
Provider computing or business environments. Provider shall not provide any resources above and beyond the normal course of delivering Provider-provided services required to operate the Business during the Term. Provider reserves the right to replace, upgrade, or modify its operating procedures and/or software systems at any time during the Term.
Limitation of Service
Recipient shall adhere to and follow all relevant Provider policies governing the use of Services provided in this Schedule 3. This shall include, but not be limited to, Provider’s internet usage policy and security policies.
Transition of Services
Provider will provide the support required to transition services and applications for Recipient; and such support will be managed as a project per Exhibit D with the cost associated with that transition borne by Recipient.
Data Transfers
In relation to data transfers, the following principles shall be adhered to:
• | Any request to transfer data shall be done as project per Exhibit D with all costs at an incremental expense to Recipient |
• | Any transferred data shall be transferred in Provider standard format |
• | Any data customization request shall be at an incremental expense to the Recipient |
• | Data conversion and mapping activities shall be mutually agreed to during initiation of the project under Exhibit D |
• | During the Term, Provider does not commit to segregating data which is co-mingled, with the exception of financial data, the segregation of which shall be performed at an incremental expense to the Recipient |
Cost
Subject to Exhibit B, Cost of Services shall be charged each month at a fixed amount as follows:
Local Market (Country) |
Foreign Currency Type |
TSA Costs (in USD) | |||
Australia |
AUD | $ | 418 | ||
Hong Kong |
HKD | $ | 6,677 | ||
India |
INR | $ | 3,089 | ||
Indonesia |
IDR | $ | 12,256 | ||
Singapore |
SGD | $ | 4,106 | ||
Taiwan |
TWD | $ | 27,271 | ||
Thailand |
THB | $ | 115,083 | ||
Vietnam |
VND | $ | 4,643 | ||
Belgium |
EUR | $ | 000 | ||
Xxxxxxx |
N/A | $ | 000 | ||
Xxxxxx |
EUR | $ | 5,520 |
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Local Market (Country) |
Foreign Currency Type |
TSA Costs (in USD) | |||
Ireland |
EUR | $ | 83 | ||
Italy |
EUR | $ | 1,167 | ||
Netherlands |
EUR | $ | 16,610 | ||
Norway |
N/A | $ | 000 | ||
Xxxxxx |
XXX | $ | 1,834 | ||
Portugal |
EUR | $ | 750 | ||
Russia |
N/A | $ | 83 | ||
Spain |
EUR | $ | 4,338 | ||
Sweden |
SEK | $ | 000 | ||
Xxxxxx Xxxxxxx |
GBP | $ | 83,113 | ||
Argentina |
ARS | $ | 000 | ||
Xxxxxx |
BRL | $ | 14,655 | ||
Canada |
CAD | $ | 41,917 | ||
Colombia |
COP | $ | 11,612 | ||
Ecuador |
N/A | $ | 8,268 | ||
Mexico |
MXN | $ | 138,083 | ||
Peru |
PEN | $ | 8,451 | ||
Venezuela |
VEF | $ | 647 | ||
Puerto Rico |
N/A | $ | 7,083 | ||
U.S.A. |
N/A | $ | 2,650,202 | ||
Total |
$ | 3,170,710 |
In addition, Recipient shall be obligated to pay increased and renewal maintenance and licensing costs from vendors for software dedicated to Recipient covered under this Section.
Where Provider’s third party service providers may charge Recipient’s legal entities prior to the Separation Date and such charges are covered by the Cost of Services, those charges shall be removed from the total Cost of Services on a quarterly basis.
Additional Costs
New projects or services agreed to under Exhibit D of this Schedule 3 shall be borne by Recipient as agreed to by acceptance of such projects and services.
Recipient shall be responsible for maintaining a Capital Appropriation Request (CAR) for the purchase of all new or replacement PCs during the Term.
Purchase of software on Recipient’s behalf by Provider above historical levels or unique to the Recipient shall be borne by Recipient.
Variable service costs that are directly charged to cost centers prior to separation will continue to be billed to Recipient and are not included in the monthly costs provided in this Schedule 3.
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Modification of Costs during Term
During the term of this Agreement, Provider and Recipient shall review the Services provided under this Schedule and the costs charged to provide Services twice annually. Provider’s Cost of Services shall be modified as documented in Provider’s Annual Business Plan once per year. Provider’s Cost of Services shall be modified twice per year based on Recipient volume of Services used under this Schedule.
Term: Until the date that is thirty-six (36) months after the Separation Date, except for Exhibit C which shall be twenty-four (24) months, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional three (3) months, provided that the Recipient acknowledges and agrees that any other Schedule depending on IT Services as outlined in Section 4(b) must be terminated prior to Schedule 3; and an extension for any one of the aforementioned Schedules is deemed to be also an extension for Schedule 3 set out herein, and for the same extended Term. In the event that the Term of this Schedule 3 (excluding Exhibits C and D) is extended beyond thirty-six (36) months due solely to Recipient extending the Term of either Schedule 1 or Schedule 2 beyond thirty-six (36) months, Provider and Recipient shall discuss in good faith the scope of Services to be provided pursuant to this Schedule 3 (excluding Exhibits C and D) for such extended period.
Early Termination of All Services: Termination by Recipient at any time upon ninety (90) days’ prior written notice provided that all Schedules noted above that rely on this Schedule have been terminated prior to termination of this Schedule. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.
Transition: Transition out of Services or applications in this Schedule by Recipient must be planned and agreed to by Provider. Due to interdependency of applications and Services provided in this Schedule, failure to communicate and plan transition by Recipient with Provider may limit or reduce Services provided by Provider.
Provider: BMS
Recipient: MJN
Point of Contact, Recipient: Xxxxx Xxxxxx
Point of Contact, Provider: Xxxxx Xxxxxx
Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
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EXHIBIT A
BASE IT SERVICES SUPPORT
Services Summary Description
The Services to be provided by Provider under this Exhibit shall generally be described as Base IT Services Support. Except where specifically excluded, the Services include, but are not limited to, continued use and support of the underlying Provider technologies that enable voice and electronic data communications (Network Services) and access to required business applications and data (Application Hosting) for all business functions, operations and locations of Recipient plus other core services as explained in the Provider’s IM Services Catalog.
The Services provided in Exhibit A are required to provide the Services in Exhibits B, C and D. Exhibit A must be the last Exhibit terminated in Schedule 3 and is required for Schedule 4.
Scope of Services
The Services included in the Base IT Services Support shall include, but not be limited to, the following IT Services as defined in the Provider’s IM Service Catalog:
• | Accounts and Access |
• | Application Hosting |
• | Authentication and Identity Management Services |
• | Business Continuity (Disaster Recovery Planning) |
• | Cellular, Paging and Wireless for support for Company owned and supported cellular, paging and interactive-paging equipment. |
• | Document Management Services |
• | External Partner Services |
• | Network (Voice and Data components) |
• | Call Center Support |
• | Outsourced Services Management, Supplier Management and Supplier Audit Services for Provider’s service providers. Excludes suppliers or agreements acquired by Recipient. |
• | Remote Access |
• | Information Security Services except where noted below |
• | Systems Integration Services |
• | Telephone and voicemail services |
These Services shall include Installation Qualification documentation required for all hardware or equipment as defined by Provider’s policies.
Limitations to the scope of this Exhibit:
• | Computer Investigation Services – The collection and storage of data for human resources investigations (the “Computer Investigation Services”) shall be provided at request of Recipient. Analysis of the collected data is outside the scope of the Services and will not be performed by Provider. The Computer Investigation Services will only be provided to the Recipient to the extent that (i) Provider determines in good faith that Recipient has taken the necessary steps in the relevant local market to allow for such Services to be provided by Recipient (including, but not limited to, Recipient obtaining employees’ consent, notifications to Recipient employees of Recipient’s monitoring |
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policy (e.g., banners)) and (ii) it is permissible under local law. Data will be provided in Provider’s standard collection format. Custom requests by Recipient such as requests to change data format, separate or segregate existing collected data for Recipient’s use or create new solutions to separate data for Recipient shall be at Recipient’s expense and considered a separate project under Exhibit D. |
• | Service Center Support: Activities or requests to integrate Provider and Recipient or Recipient’s service provider service centers is not included in the scope of this Service and would be considered a separate project under Exhibit D. |
• | Domain Name Registration: The process of registering and renewing centrally managed domain names shall be included in the scope of this Exhibit. Domain names that have been registered outside of the central administration process cannot be managed under this Exhibit. Transfer of domain names to Recipient shall occur at the transition of this function or other process shall be implemented to allow Provider’s agents continued rights to maintain domain names for Recipient. Additionally, approval of domain name registration requires the approval of the Recipient’s Trademark group. |
Services Expansion:
Site Expansion – Provider will provide necessary Services and capabilities to new sites required by Recipient, with Recipient bearing the full cost of implementation and ongoing operation per Exhibit D.
List of Applications
To the extent that any application listed in the table below will be supported for Recipient’s use, access to and governance of the application shall be determined by the Application Owner as listed in the Provider’s system of record known as Optimize. Additionally, the nature and level of support will be based on the support provided prior to Separation Date and the list may not be all inclusive. Any system listed in the table below that has been retired or is in the process of being retired will be maintained by Provider in that retired state. Any request by Recipient to reinstate a system from retirement will result in all costs being borne by Recipient.
App Number |
Application Name | |
142419 | A&P MANAGEMENT SYSTEM | |
152401 | A&P TRACKING SYSTEM MJN | |
135577 | A&P TRACKING SYSTEM-MJN | |
135612 | XX XXXXXXX | |
133777 | XX XXXXXXX | |
137022 | XX XXXXXXX - ADVISOR (ADVISOR) | |
137483 | XX XXXXXXX - ADVISOR | |
143913 | XX XXXXXXX - ADVISOR (MALAYSIA) | |
135237 | ACCESS CONTROL | |
156857 | ACCIST | |
136715 | ACCOLADE | |
141360 | ACCOUNT DEFINITION AND MAINTENANCE (XXXX) | |
142973 | ACCOUNT MANAGER - HK |
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App Number |
Application Name | |
135283 | ACCOUNT RECEIVABLE | |
139384 | ACCOUNT RECONCILIATION TOOL (ART) | |
155205 | ACS GENERATION | |
155059 | ACS P&L | |
133153 | ACTUALS COLLECTION SYSTEM | |
136926 | XXXX HUMAN RESOURCES (XXXX) | |
136381 | XXXX, XXXXXX | |
000000 | ADOBE PRESENTER | |
135330 | ADP | |
136378 | ADP BRAZIL | |
143026 | ADP WEB SITE | |
135051 | ADVANCE PAYMENTS | |
136360 | AIMS | |
135183 | ANNOUK | |
146018 | ANP TRACKING SYSTEM | |
136384 | APLUS+ XXXXXXXX | |
000000 | APO | |
136582 | APRICOT | |
134411 | ARIBA BUYER | |
139585 | ARTS FOLLOW UP | |
136385 | ASSETCHECK | |
137782 | ATLAS CHROMATOGRAPHY SYSTEM MJN-ITO | |
142922 | ATTESTATIONS | |
133934 | AUDIT - AUDIT DOCUMENT LIBRARY | |
135688 | AUDIT - ICS | |
155266 | AUTO PO - VZLA | |
134020 | AUTOBANK | |
135301 | AUTOMATIC COLLECTION | |
155154 | AUTOMATIC PURCHASE ORDERS | |
136386 | AVID 2.0 | |
154753 | AZTECH-TEMPLE | |
155267 | BACKORDER MANAGEMENT | |
144767 | BACSTEL | |
155157 | BALANCE GENERAL | |
141867 | BALANCED SCORECARD XXXX XXXXXXX | |
135068 | BANK RECONCILIATION (CONCILIACION BANCARIA) | |
136136 | BELGIUM INTRANET | |
142118 | BIZRIGHTS | |
143184 | BLOG CAP 2008 |
43
App Number |
Application Name | |
156107 | BMS RESTAURANT | |
138883 | BMS UK INTERNET SITE | |
134993 | BMSACT | |
135018 | BMSCBR | |
136389 | BMSCHE | |
135007 | BMSCTS | |
135013 | BMSOTS | |
135022 | BMSPER | |
135011 | BMSRES | |
135023 | BMSSCB (CONCILIACION BANCARIA) | |
135024 | BMSSEG | |
135089 | BMSSIAV-400 | |
145017 | BMSTH_CAPITAL APPROPRIATION REQUEST (ECAR) | |
137484 | BMSTH_SIMPLIFY | |
XXX | XXX Xxxx Xxxxxxxx Xxxxx | |
000000 | BOX PRODUCT | |
134950 | BPCS - PR GUAYNABO | |
134955 | BPCS - MALAYSIA | |
135433 | BPCS - MEXICO | |
155555 | BPCS - QMS | |
153104 | BPCS XXXXX | |
000000 | XXXX XXXXXXXX (BPCS) | |
155307 | BPCS GUAYNABO - WIC PROCESS | |
149874 | BPCS PERU | |
141610 | BPCS - SINGAPORE (BPCS) | |
136399 | BPCS VENEZUELA (BPCS) | |
140487 | BPCS-HONG KONG (BPCS) | |
140485 | BPCS-INDIA (BPCS) | |
140490 | BPCS-INDONESIA (BPCS) | |
140484 | BPCS-PHILIPPINES (BPCS) | |
140486 | BPCS-TAIWAN (BPCS) | |
140488 | XXXX-XXXXXXXX (XXXX) | |
000000 | XXX BUSINESS PARTNER REQUEST | |
136401 | BPS | |
143797 | BUDGET UPLOAD ASIA PACIFIC | |
136262 | BUILDING ONE | |
143847 | BW ARIES | |
PEND | BW/BI | |
133172 | CAESAR |
44
App Number |
Application Name | |
139634 | CALL PLAN | |
135267 | CAPIT - (TM1 & ARCPLAN) | |
135026 | CASH BOOK | |
156357 | CELLOMICS THERMOFISHER HIGH CONTENT SCREENING (HCS | |
137128 | CENTRO NUTRICIONAL - SUSTAGEN | |
155060 | XXXXXXXXXXX XX XXXXXXXXXXX | |
000000 | CFT / POSTEBANQUE | |
137532 | CHEMSTORE MJ | |
000000 | XXXXX - ELEARNING | |
000000 | XXXXX BPCS - MJ | |
137212 | CHINA COMPUTER PIN & ANTI-FAKE SYSTEM | |
000000 | XXXXX MP2 - MJ | |
156005 | XXXXX- XXXXXXX | |
000000 | XXXXX TM1 - MJ | |
136343 | CITIBANK PAYLINK (INTERFACE) | |
134845 | CLARIFY | |
134846 | CLARIFY ERESPONSE | |
136123 | CLIENT SERVICES WEB SITE | |
137017 | CLINICAL STUDIES | |
155504 | CLOSED CAPTION TV | |
135379 | CMG | |
134092 | CNC EMATCHER | |
144772 | XXXXX.XXX.XXX | |
136100 | COMMUNICATION EXECUTIVE BULLETINS | |
133175 | COMMUNICATIONS - XXXX.XXX | |
133176 | COMMUNICATIONS - IN TOUCH | |
136626 | COMPLIANCE - FINANCIAL CONTROL MANAGEMENT (FCM) | |
143604 | COMPUSENSE | |
140584 | COMPUTERIZED CALIBRATION MANAGEMENT SYSTEM | |
155008 | CONCILIACION INTERCOMPANY | |
155055 | CONCILIACION TARJETAS DE CREDITO | |
145466 | CONCUR EXPENSE SERVICE | |
134907 | CONDOR (GXPHARMA) | |
155165 | CONFIDENTIAL PARTNERS - PHILIPPINES PAYROLL | |
149170 | CONSULTANT PLUS | |
155557 | CONSUMER CONCERN DATABASE | |
136147 | CONSUMER RELATIONSHIP MANAGEMENT (CRM) | |
135594 | CONSUMER RESPONSE SYSTEM (CRS) | |
134856 | CONSUMER TRACKING STUDY (CTS) |
45
App Number |
Application Name | |
135794 | CONTRACTS ACCRUALS | |
136261 | CONTRATECH | |
136412 | CONTROL 15, PHILLIPPINES | |
155061 | CONTROL DE DESCUENTOS DEL DISTRIBUIDOR | |
155062 | CONTROL DOCUMENTARIO DESCUENTOS DEL DISTRIUIDOR | |
153153 | CONVERGYS | |
136678 | CORPORATE LEGAL AGREEMENT STATUS SYSTEM (CLASS) | |
155906 | CORPORATE REAL ESTATE | |
136604 | CORPORATE SECURITY - WEBSITE | |
134391 | COSMICS | |
135830 | COTIZACIONES | |
155556 | CRB | |
135428 | CREDIT & ACCOUNT RECEIVABLES MGT. SYSTEM | |
134850 | XXXX 6 (COMPLAINT REACTION/ADVERSE EVENT INQ. SYS) | |
136268 | CRISP | |
134920 | CRM | |
142977 | CRM SYSTEM | |
143338 | CRM-DATA WAREHOUSING | |
143028 | CROIX BLEUE WEB SITE | |
136864 | CUSTOMER INQUIRY | |
136863 | CUSTOMER RESOURCE CENTER CALENDAR | |
155063 | CUT OFF | |
150526 | CV&JOB APPLICATION MANAGEMENT | |
141814 | CYBRARY | |
TBD | DADSU | |
136865 | DAILY NEWS | |
133961 | DAS (DOCUMENT ARCHIVAL_MANAGEMENT SYSTEM) | |
136258 | DAS2 | |
150476 | DASII REPORTING DATABASE | |
135110 | DATA TRACKER GUAYNABO | |
139942 | DATA CENTER ACCESS REQUEST | |
136214 | DATA WAREHOUSE DELIVERY WEB SITE | |
TBD | DB Annuaire | |
PEND | DB Audit \ Optiva Component | |
136999 | DB2 CUSTOMER MASTER | |
152902 | DDD ANALYZER | |
141764 | Demand de Recruitment | |
141310 | DEMAND SOLUTIONS FORECAST MANAGEMENT | |
134067 | DEPARTMENTAL INTRANET PAGES |
46
App Number |
Application Name | |
138984 | DHL CONNECT | |
155264 | DIALCA INTERFACE | |
155103 | DIETHLEM ETMS | |
143917 | DIRECT MAILING SYSTEM | |
134400 | DISPOSAL ORDER SYSTEM | |
136150 | DISTRIBUTOR MANAGEMENT SYSTEM - MJ CHINA | |
135603 | DM/FSS DATA WAREHOUSE | |
135251 | DOCFLOW | |
153654 | DOCUMENTAL XXXXXXXX XX XXXXXX | |
000000 | DOMESTIC TRAVEL SYSTEM | |
136238 | DPP COLOMBIA | |
135056 | DRAFT PURSUIT | |
135241 | DSI UK | |
150927 | DUTCH INTRANET | |
134083 | EARS | |
137528 | EASYWAY | |
155754 | EBI AUTOMATION | |
137658 | EBI BADGE MANAGEMENT | |
136260 | ECASH | |
142975 | ECHO SYNC | |
142978 | XXXX XXX XXXXXXX | |
000000 | XXX - XXXXXX | |
144816 | EDI - GXS SAP SYMPHONY | |
135846 | EDI - SIAV | |
136598 | EDI ORDERS DAFNE | |
000000 | XXXX - XXXXX XXXXXXXX XXXX XXXXXXX XXXXXXX | |
000000 | EFS | |
133201 | EHS - OPERATING RESULTS | |
135242 | EHS INCIDENT ANALYSIS | |
134922 | E-LEAVE SYSTEM | |
155257 | ELECTRONIC PAYMENTS - VZLA | |
136741 | ELECTRONIC SIGNATURES | |
147766 | EMAIL NOTIFICATION MANAGEMENT SYSTEM | |
136426 | XXXXXXXXXX XXX | |
000000 | EPIC STAR | |
133781 | EPORTAL | |
136122 | EPOST | |
134737 | EREPORTS | |
142722 | ESOS |
47
App Number |
Application Name | |
133708 | eSourcing (Frictionless) | |
135107 | ESS | |
134097 | XXXXX | |
000000 | XXXX - XXXXXXXX | |
134716 | ETRAC | |
135073 | EVALUATION OF ORDERS | |
134533 | EVANSVILLE ADDENDUM | |
141261 | EXADI | |
135426 | EXCEL-A-RATER | |
136929 | EXCHANGES AND RETURNS | |
145568 | EXECCOMM | |
133203 | EXPENSE REIMBURSEMENT SYSTEM (IBM EXPRES T&E) | |
137465 | FAC-IT | |
135462 | FEDEX PACKAGING | |
148516 | FIDELLO | |
135342 | FINANCE - CANADA | |
136947 | FINANCIAL NOTE OF CREDIT | |
135598 | FINISHED PRODUCT INVENTORY | |
149824 | FISCAL BOOK RECORDS | |
155007 | FIXED-ASSETS | |
135376 | FLEX | |
144770 | FOCUS | |
147866 | FORECAST MANAGEMENT SYSTEM MJ | |
156407 | FORMWARE | |
135606 | FREE TRADE & SAMPLE ISSUE TRACKING | |
136870 | FURNITURE SURPLUS CATALOG | |
140985 | GAT | |
135240 | XX.XX | |
134866 | GENESIS DATA WAREHOUSE | |
136746 | GENESIS TERRITORY ALIGNMENT | |
137459 | GENTRAN SAP | |
136721 | GESO | |
135510 | GET PAID | |
134117 | GETRAS APPLICATION | |
137262 | GIFTS - SALES & MARKETING | |
135725 | GKO | |
137724 | GLOBAL CALENDAR SERVICE | |
136679 | GLOBAL CORPORATE MANAGEMENT | |
136868 | GLOBAL DESIGN |
48
App Number |
Application Name | |
137723 | GLOBAL EMAIL SERVICE | |
135772 | GLOBAL MEETINGS MANAGEMENT - XXXXX | |
136125 | GLOBAL METRICS | |
151883 | GLOBAL SCAN | |
134790 | GLOBE (GLOBAL LIBRARY OF BRANDING ELEMENTS) | |
PEND | GOA WEB APPLICATION | |
145616 | GOLDFIRE INNOVATOR | |
155261 | GOVERNMENT PAYROLL RULES | |
136602 | GOVERNMENT AFFAIRS - WEBSITE | |
134420 | GOVERNMENT INTERACTIONS | |
155558 | GRIP | |
134473 | GROSS MARGIN SYSTEM | |
133429 | GSSWEB | |
134474 | HAZARDOUS MTRL TRACKING | |
137508 | HOGIA | |
145266 | HP QUALITY CENTER TEST DIRECTOR | |
137953 | HR 360 DEGREE | |
136229 | HR DATA WAREHOUSE | |
137954 | HR FLEET CARD | |
139236 | HR HORIZONS | |
136736 | HR MANAGEMENT SYSTEM | |
135568 | HR MANAGEMENT SYSTEM - THAILAND | |
136744 | HR REPORTING | |
137956 | HR REQUEST - THAILAND | |
136236 | HR@BMS | |
136127 | HR@NET | |
144771 | XXXXXXXX.XXX.XXX | |
136151 | HRIS | |
142980 | HRIS - HK | |
135329 | XXXX, XXXXXX | |
000000 | HRMS PROFESSIONAL | |
136350 | HR-USOFT | |
135244 | HUMANRES | |
PEND | Hyperion Essbase Application | |
135607 | HYPERION PILLAR | |
150475 | HYPERION-MJN | |
135715 | IMS SALES ANALYZER - SPAIN | |
135408 | IN HOUSE SYSTEM - DOMINICAN REPUBLIC | |
146016 | IN MARKET MANAGEMENT SYSTEM |
49
App Number |
Application Name | |
156757 | INDIA PAYROLL SYSTEM | |
135817 | INFINIUM - Indonesia | |
134138 | INFINIUM-HR | |
136759 | INSER | |
138733 | INTEGRATED HCP MASTER | |
134848 | INTEGRATED RELATIONSHIP MARKETING | |
139536 | INTEGRATED WEB PLATFORM | |
133215 | INTERCOMPANY BACKCHARGES | |
149774 | INTERFACE BPCS WITH SAP FSS | |
145868 | INTERNAL CERTIFICATE AUTHORITY VERIFICATION SERVICE | |
154303 | INTERNAL WAREHOUSE REPLENISHMENT (IWR) | |
136237 | INTERNATIONAL DATA ROSTER WEB | |
135145 | INTRANET | |
134942 | INTRANET - MALAYSIA | |
142944 | XXXXXXXX XX XXXXXX | |
000000 | INTRANET SECURITY SYSTEM | |
135204 | INTRANET WEBSITE - TAIWAN | |
135834 | INTRASTAT | |
135016 | INVOICE CONTROL | |
143490 | XXXX - XX - CANADA | |
134489 | ITO LIST NUMBER DATABASE | |
136869 | ITO QC/QA TIME EXCEPTIONS | |
134896 | JDA PORTFOLIO - PROSPACE PLUS | |
142569 | JDA SPACE PLANNING - MEX | |
133725 | JET JOURNAL ENTRY | |
135190 | JOB BID | |
PEND | Jobline - 3rd party (New application in process) | |
144769 | JOBLINEUK | |
134943 | KOL SYSTEM | |
149976 | LATIN AMERICA REGIONAL DATA DRUGS DISTRIBUTION(DDD | |
153505 | LATIN AMERICA SHARE OF MARKET | |
136784 | LEGACY PRISM HISTORY | |
134595 | LEGACY QA MICROFILM INDEXING | |
134597 | LEGACY QA SAMPLES PROCESSING | |
136503 | LEGACY QUALITY CONTROL STABILITY SAMPLES | |
133222 | LEGAL - CPI - TRADEMARK SYSTEM | |
133223 | LEGAL - DOMAIN NAME TRACKING SYSTEM | |
151481 | LEGAL - EEOC REPORT BULLETIN | |
133224 | LEGAL - ELECTRONIC FILING SYSTEM/PAIR - PATENTS |
50
App Number |
Application Name | |
136102 | LEGAL - GIFTS | |
133226 | LEGAL - LEGAL EXPENSE TRACKING SYSTEM (LETS) | |
133230 | LEGAL - MEMOTECH/MIS - PATENTS | |
136455 | LEGAL - TRADEMARK COST TRACKING DATABASE | |
135738 | LEGAL CONTRACTS | |
136225 | LEGAL INVOICE TRACKING SYSTEM | |
143084 | LESSOR | |
149772 | LEXI-TECH CLIENT TRANSLATION REQUEST | |
155158 | LIBRO DIARIO | |
134519 | MAINTENANCE MANAGEMENT | |
135512 | MANAGEMENT CONTROL | |
155654 | MANUAL MASTER | |
134526 | MANUFACTURING BATCH RECORDS | |
136456 | MANUGISTICS | |
137506 | MANUGISTICS-FULFILLMENT 7.1.2 | |
134169 | MAPICS | |
137510 | MARKET SHARE ANALYSIS | |
134522 | MATERIAL & PRODUCT PERFORMANCE TRACKING | |
134174 | MAX / JMAX | |
135417 | MAXIMO (GLOBAL) | |
135245 | XXXX XXXXXXX CHANGE CONTROL | |
154253 | MEDICAID REPORTING | |
136937 | MEDICAL SAMPLE | |
136597 | MEDICAL/FITNESS - BSDI FITNESS | |
135773 | MEDICAL/FITNESS - XXXXXXX | |
000000 | XXXXXXXXX, XXXXXX, MJN | |
143029 | XXXXXX PENSION PLAN WEB SITE | |
134176 | META4MIND | |
PEND | Methane Gas Billing | |
000000 | XXXXXX VACATION SYSTEM | |
138524 | MICROBIAL VITAMIN ANALYSIS (MVA) | |
136716 | MICROSOFT PROJECT SERVER 2003 | |
TBD | MIKROS | |
137159 | MJ DSI FINANCIAL REPORTING | |
135268 | MJ INTRANET | |
137000 | MJ PAYROLL FRON/BACK/INTERFACES | |
142773 | MJN AWARD PROCESSING | |
PEND | MJN DB Promotions (Web Page) | |
151276 | MJN DCS REPORTING |
51
App Number |
Application Name | |
144616 | MJN ERS STATISTICAL ANALYSIS & REPORTING | |
155162 | MJN XXXX | |
000000 | MJN LIST NUMBER DATABASE | |
154353 | MJN MF UTILITY JOBS (900 SERIES) | |
NA | MJN Miscellaneous Notes DBs - See Remedy 5005 | |
137533 | MJN MSF IC | |
136732 | MJN PROJECT MANAGEMENT | |
135385 | MJN SALES FORCE SYSTEM | |
152802 | MJN TECH INTELLIGENCE | |
136740 | MJNG BULLETIN BOARD | |
155163 | MONTHLY CLOSE | |
143027 | MORNEAU SOBECO WEB SITE | |
135393 | MRS-MOBILE REPORTING SYSTEM | |
135498 | MSF HOSPITAL FEEDING SYSTEM | |
134888 | MSF PRACTITIONER MAINTENANCE | |
135272 | MSF REPORT TABLE MAINTENANCE | |
135596 | MSF RESOURCE MGMT | |
134869 | MSF SALES REPORTING | |
134180 | NDF - NOTES DE FRAIS | |
137467 | NEWSEDGE MJ | |
135723 | NIELSEN - SPAIN | |
134880 | NOTES FORMS DBS | |
136733 | NPIS | |
134192 | NUTS | |
157257 | NV-PAS | |
139784 | OASIS | |
155908 | OFFRES EMPLOIS | |
138934 | OMNIRIM | |
133234 | ONEBMS XXXXXX | |
000000 | ONEBMS PORTAL/CANADA COMMUNITY | |
134899 | ONEBMS PORTAL/MJN RETAIL SALES COMMUNITY | |
143647 | ONEBMS PORTAL/MJN US MEDICAL SALES COMMUNITY | |
134220 | ONLINE ADS FRANCE | |
137950 | ONLINE XXX | |
000000 | ONLINE ITEM MASTER | |
136366 | ONLINE LEARNING & DEVELOPMENT | |
135546 | ONLINE LEAVE | |
136576 | OPTIMIZE | |
PEND | Optiva (PLM - New project) |
52
App Number |
Application Name | |
137365 | ORACLE CLINICAL / ELECTRONIC DATA CAPTURE | |
141714 | ORACLE CLINICAL REMOTE DATA CAPTURE/EXTERNAL | |
142985 | ORACLE HRMS | |
135253 | ORIME | |
134208 | OTHER PAYMENTS | |
137949 | OUTLET CLASSIFICATION | |
139134 | OWT DATA FEED V3 | |
134211 | OXYGENE | |
136480 | PACHA | |
134579 | PACKAGING BATCH RECORDS | |
138226 | PACKAGING DB | |
136362 | PACKAGING MATERIAL SPECIFICATION SYSTEM | |
136481 | PACKAGING MATERIAL SPECIFICATIONS | |
155554 | PACKSPEC DATABASE - NIJMEGEN | |
137514 | PAINTRANET | |
137961 | PANELIST DB | |
135346 | PASSWORD MANAGEMENT (PSYNCH) | |
155057 | PAYLINK XXXX XXXXX | |
000000 | PAYMENTS ADMINISTRATION IN BANK | |
151783 | PAYMETRIC | |
145667 | PAYROLL BMS PL | |
136365 | PC OPERATION | |
135430 | PERFORMANCE CONNECTIONS | |
146116 | PERSISTENT URL | |
155258 | XXXXX CASH - VZLA | |
137716 | PGPM GSS PORTFOLIO AND PROJECT TOOLSET | |
147616 | PHA PRO | |
134576 | PHARMACEUTICAL CHANGE CONTROL SYSTEM | |
134222 | PHOENIX | |
155009 | PIRAMIDE DE PROVEEDORES | |
135575 | PIVOTAL - CRM | |
151784 | PIVOTAL CRM 5.9 | |
137505 | PIVOTAL CRM V 5.1 | |
135373 | PL INTRANET | |
153953 | PLANNING, BUDGETING AND PROJECTIONS | |
133245 | PLATEAU ELMS (LEARNING@BMS) | |
135093 | PLEIADES | |
137891 | PMFLA | |
141266 | POD EVIDENCE |
53
App Number |
Application Name | |
143897 | POLICIES AND PROCEDURES | |
142986 | PORTUGAL PAYROLL SYSTEM | |
155505 | POWER MEASURE LIMITED | |
136488 | POWER PLAY SALES METRICS | |
135642 | PPV AND PPV ADJUSTMENTS | |
134882 | PRACTNR MAILING SYSTEM | |
134883 | PRACTNR MASTER DB | |
134884 | PRACTNR SALES CALL | |
135375 | PREMIERE | |
144916 | PRESTA | |
137499 | PRICE & DEAL SETTING SYSTEM | |
135761 | PRICING & SOURCING - TRANSFER PRICING | |
155058 | PROCEDURE | |
135506 | PROCESS AND REPORTS OF AVERAGE COST | |
135059 | PROCESS BMS DESCRIPTION | |
137973 | PRODUCT ACCRUALS | |
134840 | PRODUCT INFORMATION DATABASE | |
150576 | PRODUCT REPOSITORY | |
136492 | PRODUCT SALES COLLECTION, PERU | |
136496 | PROFITABILITY CUBE | |
135605 | PROMOTIONAL FUNDS MANAGEMENT SYSTEM | |
138325 | PROSPER - (PROJECT SYSTEM, PLANNING ET REPORTING) | |
137515 | PUBLICENT | |
136142 | PURCHASE CUSTOMER ORDER | |
155253 | PURCHASE PROVISION | |
143916 | PURCHASING INTRANET | |
155011 | PURCHASING REGISTRATION BOOK PERU | |
137963 | PURCHASING REQUEST | |
135418 | QA INTERLEAF | |
134593 | QA LDS | |
154754 | Q-Master | |
135921 | QUALITY COMPLAINTS INVESTIGATION SYSTEM (QCIS) | |
155156 | QUARANTINE | |
134615 | QUASAR | |
155013 | XXXXXXXX XX XXXXXX XXXX | |
000000 | REMEDY | |
155155 | REQUISICIONES AUTOMATICAS | |
145418 | RESERVATIONS | |
136595 | RESOURCE SCHEDULING AND VERIFICATION PROGRAM RSVP |
54
App Number |
Application Name | |
140735 | RESOURCELINK SE | |
155054 | RETENCIONES | |
137470 | XXX RECONCILIATION APPLICATION | |
XXX | XXX Xxxxxxxxxx | |
000000 | RIGHT FAX (GLOBAL IMPRESS SERVICES) | |
146019 | RIGHTFAX | |
153553 | RIGHTFAX MJN | |
155907 | RISKSAFE | |
136355 | RTS | |
135740 | SAC | |
136748 | SAFARI ALIGNMENT | |
134885 | SAFARI PROFESSIONAL | |
136507 | SALARY PLANNING - KADIRI | |
135310 | SALES CUBE | |
135516 | SALES DATAMART | |
136779 | SALES FORCE AUTOMATION | |
147166 | SALES FORCE E-LEARNING (TUDESARROLLO) | |
152151 | SALES INFORMATION SYSTEM(SIS) - MJ CHINA | |
138076 | SALES INTERFACES | |
135789 | SALES QUOTE MANAGEMENT | |
136509 | SALES REP LOOKUP | |
135595 | SALES REPORTING (SILVON DATA TRACKER) | |
155153 | SALES RETURN & SALES DISCOUNT | |
144969 | SALES STATISTIC CODE | |
134141 | SALES STATISTICS | |
137024 | SALES STATISTICS CUBES | |
135832 | SALES STATISTICS IN AS/400 | |
134891 | SALES TRAINING WEB SITE | |
134892 | SAMPLES ACCOUNTABILITY SYSTEM | |
143354 | SAMPLES CONTROL | |
134255 | SAMPLES MNGT. | |
136286 | SANTANDER GLOBAL | |
PEND | SAP BCS | |
136512 | SAP BUSINESS WAREHOUSE (BW) | |
151426 | SAP DM RELATED PROCESSING (671) | |
133251 | SAP FDG | |
146416 | SAP GTS GTP | |
139184 | SAP HR (VERSION 4.6C) | |
136513 | SAP ORDER TO CASH (OTC) - SYMPHONY |
55
App Number |
Application Name | |
135525 | SAP ORDER TO CASH (OTC) HARMONY | |
156105 | SAP TOUCH POINTS | |
134949 | SAS BILLING | |
000000 | XXX WEBSITE | |
155955 | SBI WEBSITE | |
135360 | SCANDINAVIAN ABSENCE REPORT | |
135367 | SCANDINAVIAN CONFERENCE ROOM BOOKING | |
136515 | SCANDINAVIAN WHO IS WHO INTRANET | |
137516 | XXXXXXXXXX.XXX.XXX | |
136517 | SCOP, CANADA | |
134260 | XXXXX | |
000000 | SECURITY RISK ASSESSMENT APPLICATION | |
134688 | SECURITY VISITOR WATCH DATABASE | |
136757 | SESAME | |
PEND | SET | |
139187 | SEVERANCE | |
136274 | XXXX XXX | |
000000 | XXXX XXXX XXXXXXX | |
000000 | XXXX SAMPLES XXXX XXXXXXX | |
134937 | SIEBEL SYSTEM | |
155905 | SIMPLEX XXXXXXXX | |
136521 | SIMSAL | |
134635 | SINGLE ITEM MASTER (SIM) | |
148266 | SIPREME | |
134930 | SIS | |
142519 | XXXXX XXXXXX | |
134508 | SMW EVANSVILLE MJN SAMPLEMANAGER LIMS 2002 | |
134944 | SNOP | |
134269 | SOLRED | |
135099 | SPANISH ETMS | |
136739 | SPEC PROPOSAL DATABASE | |
155453 | SPECTRA | |
137892 | STAFF BENEFITS SYSTEM | |
135822 | STAFF SERVICES - FACILITIES WEB APPLICATION | |
135252 | STANDARD OPERATING PROCEDURE | |
134723 | STARS | |
135090 | STATISTIC OF SALES | |
136141 | STOCK DISTRIBUTOR | |
137507 | STOCK MONITORING SYSTEM |
56
App Number |
Application Name | |
137893 | STOCK REQUISITION | |
138834 | SUN JAVA IDENTITY MANAGER | |
137158 | SUN JAVA SYSTEM RFID TAG AND SHIP SOLUTION 1.5 | |
134652 | SUPERFUND | |
133274 | Supplier Link | |
137964 | SUPPLIER MASTER | |
136600 | SURVEY WIZARD | |
134980 | SYC | |
134855 | SYMPOSIUM WEB APP | |
146466 | SYNTHESIS FOR PDA WINDOWSMOBILE5 | |
155053 | TAIWAN PAYROLL - KPMG THIRD PARTY | |
155167 | TALENET (OUTSOURCE) | |
143025 | TALEO BUSINESS EDITION | |
133355 | TAX - CORPTAX CS AND EDP | |
138069 | TAX - CORPTAX ETS AND EDP | |
151533 | TAX - CORPTAX US COMPLIANCE | |
146917 | TAX - DBXI | |
135061 | TAX DISCOUNTS | |
142770 | TCS VIDEO CONF REQUEST | |
135423 | TEAMS - PORTUGAL | |
144161 | TEAMS INTEGRATION | |
134282 | TEAMSHARE - SPAIN | |
135243 | TELEPHONE DIRECTORY | |
135097 | TEMPTATION | |
136927 | THE RESERVATION FOR OBSOLESCENCE | |
135238 | TIME RECORDING | |
150627 | TIME@ADP | |
134927 | TM/1 - DATA WAREHOUSING SYSTEM(MJ) | |
151579 | TM1 - BRAZIL | |
151729 | TM1 XXXXXXXXX | |
000000 | XX0 XXXXXXXX | |
151679 | XX0 XXXXXXX | |
142974 | TM1 -HK | |
151629 | TM1 PERU | |
134940 | TM1 SERVER & PERPECTIVE 8 - FINANCE DATA ANALYSIS | |
151732 | TM1 VENEZUELA | |
136535 | TM1, INDONESIA (TM1) | |
136539 | TM1, TAIWAN | |
137498 | TM1_SALES |
57
App Number |
Application Name | |
136540 | TM1_SERV7 | |
137717 | TOCK - CLOCKWARE | |
138277 | TRACKWISE - EHS ACTIONS TRACKING | |
143649 | TRACKWISE - MATERIAL WORKFLOW | |
136617 | TRAVEL - 14 DAY PRETRIP AUTHORIZATION | |
137486 | TRAVEL - CENTRAL XXXX FORM | |
133157 | TRAVEL - ETRIP | |
151480 | TRAVEL - GROUND TRANSPORTATION OPTION | |
136195 | TRAVEL - PRETRIP EXCEPTION AUTHORIZATION | |
143494 | TRAVEL - SMALL MEETINGS FORM | |
133158 | TRAVEL - TRAVELWEB | |
133202 | TREASURY: ETREASURY - NETTING | |
135679 | TREASURY: ETREASURY - SPOT TRADES | |
135758 | TREASURY: ETREASURY - WEB REPORTS | |
133170 | TREASURY: TREASURY GTM V8.1.2 (GTM) | |
155159 | TRIAL BALANCE | |
144516 | TS3 | |
136421 | XXXXXXXX, XXXXXX | |
000000 | BOSS KADROVIK | |
156106 | UNPLUGGED | |
135076 | UPILIB | |
TBD | URSSAF | |
155010 | XXXXXXXXXXXX XX XXXXXXXXXXXXX | |
000000 | VENDOR MANAGED INVENTORY | |
135505 | VENDOR MANAGED INVENTORY / INFOREM | |
155855 | VENDOR MSDS | |
143185 | VISION CHAIN (CPFR) | |
137476 | VISTA | |
135440 | WEB CORPORATE WEB SITE | |
150224 | WEBMETHODS | |
134969 | WELFARE SYSTEM | |
148216 | WFM | |
133235 | WHITEPAGES | |
135381 | WHO IS WHO | |
134304 | WHO’S WHO | |
134858 | WIC ADMIN DATA WAREHOUSE | |
134694 | WINS | |
135228 | WITNESS CALL MONITORING | |
134305 | WMS |
58
App Number |
Application Name | |
142620 | WORKBRAIN TIME & ATTENDANCE | |
135614 | WORKSTATION PLUS | |
135260 | Xign | |
134710 | ZEELAND ADDENDUM | |
155854 | ZEELAND PRODUCTION REPORTING SYSTEM | |
135286 | RMA | |
135294 | MATERIAL PROMOTIONAL | |
135299 | BANKING CONCILIATION | |
135303 | LIQUIDATION OF IMPORTS | |
135304 | OBSOLECENCE OF INVENTORIES | |
135313 | QUOTE CUBE | |
135314 | INVENTORIES CUBE | |
136390 | BPCS XXXXXXXXX | |
000000 | XXXX XXXXXXX AND QMS | |
136422 | EDI | |
136925 | FORCE ANALYZER | |
137535 | DOI CUBE | |
154853 | SECURITY OF DUTIES | |
155353 | INTERFACE WITH DISTRIBUTOR | |
155404 | BPCS ACCOUNTING- NEW MODULES | |
157457 | PORTALVENEZUELA | |
135605 | Promotional funds management system | |
135606 | Free Trade & Sample Issues (FTSI) | |
135595 | Sales reporting (Silvon data tracker) | |
135594 | Consumer Response System (CRS) | |
157658 | BPCS - Vietnam | |
156957 | Sponsorship Management System |
59
EXHIBIT B
BUSINESS APPLICATION SUPPORT AND DEVELOPMENT
Services Summary Description
The Services to be provided by Provider under this Exhibit shall be those services in the Provider’s IM Services Catalog that allow for, but are not limited to, Data Management, systems administration, application maintenance, and application development within the production, development, and test environments for applications shown in the table below. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide.
All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures.
The software applications governed by this Exhibit shall change as the responsibility for support and maintenance transitions to Recipient.
Scope of Services
The systems and applications specified in this Exhibit are those that are required in the normal course of delivering Provider provided Services and required to operate the Business in the ordinary course during the Term. Systems and applications supported, maintained and enhanced by Recipient in their entirety prior to the commencement of the Term are excluded from the Services contemplated by this Exhibit.
Costs: During the Term of this Schedule, upgrades of Applications dedicated to Recipient to remain compliant with vendor support shall be at Recipient’s expense, including all costs to upgrade or remediate middleware components, bolt-on systems or other support components. If Recipient does not upgrade, Recipient shall be responsible for any additional costs for extended support, additional hardware or services to protect the Provider’s environment, modifications to middleware or bolt-ons and/or accept reduced SLAs from Provider.
Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient initiated. Where upgrades are Recipient initiated and agreed to by Provider, these projects would be considered a separate project under Exhibit D.
Master Data Maintenance
Provider, at Historical Levels, as defined in Section 2(d)(i) of this Agreement, shall be responsible for the IT administration of standard, routine customer and material master data maintenance during the Term; provided that Provider shall not provide these Services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks the system capability to accommodate.
60
Software
To the extent Provider is contractually permitted to allow for such use, Recipient may continue to utilize software licensed by Provider for the duration of the Term to the extent such use occurred during the six (6) months prior to the Closing Date. In the event that the consent of a third party is required for such use, the provisions of Section 2.10 of the Separation Agreement shall govern the securing of such consents.
List of Applications
To the extent that any application listed in the table below will be supported for Recipient’s use, access to and governance of the application shall be determined by the Application Owner as listed in the Provider’s system of record known as Optimize. Additionally, the nature and level of support will be based on the support provided prior to Separation Date and the list may not be all inclusive. Any system listed in the table below that has been retired or is in the process of being retired will be maintained by Provider in that retired state. Any request by Recipient to reinstate a system from retirement will result in all costs being borne by Recipient.
App Number |
Application Name | |
137022 | XX XXXXXXX - ADVISOR (ADVISOR) | |
135237 | ACCESS CONTROL | |
156857 | ACCIST | |
141360 | ACCOUNT DEFINITION AND MAINTENANCE (XXXX) | |
135283 | ACCOUNT RECEIVABLE | |
139384 | ACCOUNT RECONCILIATION TOOL (ART) | |
155205 | ACS GENERATION | |
155059 | ACS P&L | |
133153 | ACTUALS COLLECTION SYSTEM | |
136926 | XXXX HUMAN RESOURCES (XXXX) | |
136381 | XXXX, XXXXXX | |
000000 | ADOBE PRESENTER | |
135330 | ADP | |
136378 | ADP BRAZIL | |
135051 | ADVANCE PAYMENTS | |
135183 | ANNOUK | |
146018 | ANP TRACKING SYSTEM | |
136384 | APLUS + XXXXXXXX | |
000000 | APO | |
136582 | APRICOT | |
134411 | ARIBA BUYER | |
139585 | ARTS FOLLOW UP | |
133934 | AUDIT - AUDIT DOCUMENT LIBRARY | |
135688 | AUDIT - ICS | |
155266 | AUTO PO - VZLA |
61
App Number |
Application Name | |
134020 | AUTOBANK | |
135301 | AUTOMATIC COLLECTION | |
155154 | AUTOMATIC PURCHASE ORDERS | |
136386 | AVID 2.0 | |
155267 | BACKORDER MANAGEMENT | |
155157 | BALANCE GENERAL | |
141867 | BALANCED SCORECARD XXXX XXXXXXX | |
135068 | BANK RECONCILIATION (CONCILIACION BANCARIA) | |
136136 | BELGIUM INTRANET | |
142118 | BIZRIGHTS | |
143184 | BLOG CAP 2008 | |
156107 | BMS RESTAURANT | |
138883 | BMS UK INTERNET SITE | |
134993 | BMSACT | |
135018 | BMSCBR | |
136389 | BMSCHE | |
135007 | BMSCTS | |
135109 | BMSLIQ | |
135013 | BMSOTS | |
135022 | BMSPER | |
135011 | BMSRES | |
135023 | BMSSCB (CONCILIACION BANCARIA) | |
135089 | BMSSIAV-400 | |
XXX | XXX Xxxx Xxxxxxxx Xxxxx | |
000000 | BOX PRODUCT | |
134950 | BPCS - PR GUAYNABO | |
134955 | BPCS - MALAYSIA | |
135433 | BPCS - MEXICO | |
153104 | BPCS XXXXX | |
000000 | XXXX XXXXXXXX (BPCS) | |
155307 | BPCS GUAYNABO - WIC PROCESS | |
149874 | BPCS PERU | |
141610 | BPCS- SINGAPORE (BPCS) | |
136399 | BPCS VENEZUELA (BPCS) | |
140487 | BPCS-HONG KONG (BPCS) | |
140485 | BPCS-INDIA (BPCS) | |
140490 | BPCS-INDONESIA (BPCS) | |
140484 | BPCS-PHILIPPINES (BPCS) | |
140486 | BPCS-TAIWAN (BPCS) |
62
App Number |
Application Name | |
140488 | BPCS-THAILAND (BPCS) | |
136583 | BPR BUSINESS PARTNER REQUEST | |
136401 | BPS | |
143797 | BUDGET UPLOAD ASIA PACIFIC | |
143847 | BW ARIES | |
PEND | BW/BI | |
133172 | CAESAR | |
135267 | CAPIT - (TM1 & ARCPLAN) | |
135026 | CASH BOOK | |
155060 | XXXXXXXXXXX XX XXXXXXXXXXX | |
000000 | CHEMSTORE MJ | |
136343 | CITIBANK PAYLINK (INTERFACE) | |
136123 | CLIENT SERVICES WEB SITE | |
137017 | CLINICAL STUDIES | |
135379 | CMG | |
134092 | CNC EMATCHER | |
144772 | XXXXX.XXX.XXX | |
136100 | COMMUNICATION EXECUTIVE BULLETINS | |
133175 | COMMUNICATIONS - XXXX.XXX | |
133176 | COMMUNICATIONS - IN TOUCH | |
136626 | COMPLIANCE - FINANCIAL CONTROL MANAGEMENT (FCM) | |
155008 | CONCILIACION INTERCOMPANY | |
155055 | CONCILIACION TARJETAS DE CREDITO | |
134907 | CONDOR (GXPHARMA) | |
135794 | CONTRACTS ACCRUALS | |
136412 | CONTROL 15, PHILLIPPINES | |
155061 | CONTROL DE DESCUENTOS DEL DISTRIBUIDOR | |
155062 | CONTROL DOCUMENTARIO DESCUENTOS DEL DISTRIUIDOR | |
136678 | CORPORATE LEGAL AGREEMENT STATUS SYSTEM (CLASS) | |
136604 | CORPORATE SECURITY - WEBSITE | |
134391 | COSMICS | |
135830 | COTIZACIONES | |
135428 | CREDIT & ACCOUNT RECEIVABLES MGT. SYSTEM | |
136268 | CRISP | |
136864 | CUSTOMER INQUIRY | |
136863 | CUSTOMER RESOURCE CENTER CALENDAR | |
155063 | CUT OFF | |
141814 | CYBRARY | |
TBD | DADSU |
63
App Number |
Application Name | |
136865 | DAILY NEWS | |
133961 | DAS (DOCUMENT ARCHIVAL_MANAGEMENT SYSTEM) | |
136258 | DAS2 | |
150476 | DASII REPORTING DATABASE | |
135110 | DATA TRACKER GUAYNABO | |
139942 | DATA CENTER ACCESS REQUEST | |
136214 | DATA WAREHOUSE DELIVERY WEB SITE | |
XXX | XX Xxxxxxxx | |
000000 | DB2 CUSTOMER MASTER | |
152902 | DDD ANALYZER | |
141764 | Demand de Recruitment | |
141310 | DEMAND SOLUTIONS FORECAST MANAGEMENT | |
134067 | DEPARTMENTAL INTRANET PAGES | |
138984 | DHL CONNECT | |
155264 | DIALCA INTERFACE | |
134400 | DISPOSAL ORDER SYSTEM | |
135603 | DM/FSS DATA WAREHOUSE | |
153654 | DOCUMENTAL XXXXXXXX XX XXXXXX | |
000000 | DOMESTIC TRAVEL SYSTEM | |
136238 | DPP COLOMBIA | |
135056 | DRAFT PURSUIT | |
135241 | DSI UK | |
150927 | DUTCH INTRANET | |
134083 | EARS | |
137528 | EASYWAY | |
135332 | EDI - CANADA | |
144816 | EDI - GXS SAP SYMPHONY | |
135846 | EDI - SIAV | |
000000 | XXXX - XXXXX XXXXXXXX XXXX XXXXXXX XXXXXXX | |
000000 | EHS - OPERATING RESULTS | |
135242 | EHS INCIDENT ANALYSIS | |
134922 | E-LEAVE SYSTEM | |
155257 | ELECTRONIC PAYMENTS - VZLA | |
136741 | ELECTRONIC SIGNATURES | |
147766 | EMAIL NOTIFICATION MANAGEMENT SYSTEM | |
136426 | XXXXXXXXXX XXX | |
000000 | EPIC STAR | |
133781 | EPORTAL | |
136122 | EPOST |
64
App Number |
Application Name | |
134737 | EREPORTS | |
133708 | eSourcing (Frictionless) | |
135107 | ESS | |
134716 | ETRAC | |
135073 | EVALUATION OF ORDERS | |
134533 | EVANSVILLE ADDENDUM | |
141261 | EXADI | |
135426 | EXCEL-A-RATER | |
136929 | EXCHANGES AND RETURNS | |
145568 | EXECCOMM | |
133203 | EXPENSE REIMBURSEMENT SYSTEM (IBM EXPRES T&E) | |
137465 | FAC-IT | |
135462 | FEDEX PACKAGING | |
135342 | FINANCE - CANADA | |
136947 | FINANCIAL NOTE OF CREDIT | |
135598 | FINISHED PRODUCT INVENTORY | |
155007 | FIXED-ASSETS | |
144770 | FOCUS | |
147866 | FORECAST MANAGEMENT SYSTEM MJ | |
136870 | FURNITURE SURPLUS CATALOG | |
140985 | GAT | |
135240 | XX.XX | |
137459 | GENTRAN SAP | |
135510 | GET PAID | |
137262 | GIFTS - SALES & MARKETING | |
135725 | GKO | |
137724 | GLOBAL CALENDAR SERVICE | |
136679 | GLOBAL CORPORATE MANAGEMENT | |
136868 | GLOBAL DESIGN | |
137723 | GLOBAL EMAIL SERVICE | |
135772 | GLOBAL MEETINGS MANAGEMENT - XXXXX | |
151883 | GLOBAL SCAN | |
134790 | GLOBE (GLOBAL LIBRARY OF BRANDING ELEMENTS) | |
PEND | GOA WEB APPLICATION | |
155261 | GOVERMENT PAYROLL RULES | |
136602 | GOVERNMENT AFFAIRS - WEBSITE | |
134420 | GOVERNMENT INTERACTIONS | |
134473 | GROSS MARGIN SYSTEM | |
133429 | GSSWEB |
65
App Number |
Application Name | |
134474 | HAZARDOUS MTRL TRACKING | |
145266 | HP QUALITY CENTER TEST DIRECTOR | |
136229 | HR DATA WAREHOUSE | |
139236 | HR HORIZONS | |
136736 | HR MANAGEMENT SYSTEM | |
136744 | HR REPORTING | |
136236 | HR@BMS | |
136127 | HR@NET | |
144771 | XXXXXXXX.XXX.XXX | |
135329 | XXXX, XXXXXX | |
000000 | HUMANRES | |
PEND | Hyperion Essbase Application | |
135607 | HYPERION PILLAR | |
150475 | HYPERION-MJN | |
135715 | IMS SALES ANALYZER - SPAIN | |
146016 | IN MARKET MANAGEMENT SYSTEM | |
135817 | INFINIUM - Indonesia | |
134138 | INFINIUM-HR | |
134848 | INTEGRATED RELATIONSHIP MARKETING | |
139536 | INTEGRATED WEB PLATFORM | |
133215 | INTERCOMPANY BACKCHARGES | |
149774 | INTERFACE BPCS WITH SAP FSS | |
145868 | INTERNAL CERTIFICATE AUTHORITY VERIFICATION SERVIC | |
136237 | INTERNATIONAL DATA ROSTER WEB | |
142944 | XXXXXXXX XX XXXXXX | |
000000 | INTRANET SECURITY SYSTEM | |
135204 | INTRANET WEBSITE - TAIWAN | |
135016 | INVOICE CONTROL | |
143490 | XXXX - XX - CANADA | |
134489 | ITO LIST NUMBER DATABASE | |
136869 | ITO QC/QA TIME EXCEPTIONS | |
133725 | JET JOURNAL ENTRY | |
PEND | Jobline - 3rd party (New application in process) | |
144769 | JOBLINEUK | |
153505 | LATIN AMERICA SHARE OF MARKET | |
134595 | LEGACY QA MICROFILM INDEXING | |
134597 | LEGACY QA SAMPLES PROCESSING | |
136503 | LEGACY QUALITY CONTROL STABILITY SAMPLES | |
133222 | LEGAL - CPI - TRADEMARK SYSTEM |
66
App Number |
Application Name | |
133223 | LEGAL - DOMAIN NAME TRACKING SYSTEM | |
151481 | LEGAL - EEOC REPORT BULLETIN | |
133224 | LEGAL - ELECTRONIC FILING SYSTEM/PAIR - PATENTS | |
136102 | LEGAL - GIFTS | |
133226 | LEGAL - LEGAL EXPENSE TRACKING SYSTEM (LETS) | |
133230 | LEGAL - MEMOTECH/MIS - PATENTS | |
136455 | LEGAL - TRADEMARK COST TRACKING DATABASE | |
135738 | LEGAL CONTRACTS | |
136225 | LEGAL INVOICE TRACKING SYSTEM | |
155158 | LIBRO DIARIO | |
135512 | MANAGEMENT CONTROL | |
134526 | MANUFACTURING BATCH RECORDS | |
136456 | MANUGISTICS | |
137506 | MANUGISTICS-FULLFILMENT 7.1.2 | |
134169 | MAPICS | |
137510 | MARKET SHARE ANALYSIS | |
134522 | MATERIAL & PRODUCT PERFORMANCE TRACKING | |
134174 | MAX / JMAX | |
135417 | MAXIMO (GLOBAL) | |
135245 | XXXX XXXXXXX CHANGE CONTROL | |
136937 | MEDICAL SAMPLE | |
136597 | MEDICAL/FITNESS - BSDI FITNESS | |
135773 | MEDICAL/FITNESS - MEDGATE | |
134176 | META4MIND | |
PEND | Methane Gas Billing | |
000000 | XXXXXX VACATION SYSTEM | |
TBD | MIKROS | |
137159 | MJ DSI FINANCIAL REPORTING | |
135268 | MJ INTRANET | |
142773 | MJN AWARD PROCESSING | |
PEND | MJN DB Promotions (Web Page) | |
151276 | MJN DCS REPORTING | |
155162 | MJN XXXX | |
000000 | MJN LIST NUMBER DATABASE | |
154353 | MJN MF UTILITY JOBS (900 SERIES) | |
NA | MJN Miscellaneous Notes DBs - See Remedy 5005 | |
136732 | MJN PROJECT MANAGEMENT | |
136740 | MJNG BULLETIN BOARD | |
155163 | MONTHLY CLOSE |
67
App Number |
Application Name | |
134180 | NDF - NOTES DE FRAIS | |
137467 | NEWSEDGE MJ | |
134880 | NOTES FORMS DBS | |
136733 | NPIS | |
157257 | NV-PAS | |
139784 | OASIS | |
155908 | OFFRES EMPLOIS | |
138934 | OMNIRIM | |
133234 | ONEBMS XXXXXX | |
000000 | ONEBMS PORTAL/CANADA COMMUNITY | |
134220 | ONLINE ADS FRANCE | |
136576 | OPTIMIZE | |
PEND | Optiva (PLM - New project) | |
137365 | ORACLE CLINICAL / ELECTRONIC DATA CAPTURE | |
141714 | ORACLE CLINICAL REMOTE DATA CAPTURE/EXTERNAL | |
135253 | ORIME | |
134208 | OTHER PAYMENTS | |
137949 | OUTLET CLASSIFICATION | |
134211 | OXYGENE | |
136480 | PACHA | |
134579 | PACKAGING BATCH RECORDS | |
136481 | PACKAGING MATERIAL SPECIFICATIONS | |
155057 | PAYLINK XXXX XXXXX | |
000000 | PAYMENTS ADMINISTRATION IN BANK | |
151783 | PAYMETRIC | |
135430 | PERFORMANCE CONNECTIONS | |
146116 | PERSISTENT URL | |
155258 | XXXXX CASH - VZLA | |
137716 | PGPM GSS PORTFOLIO AND PROJECT TOOLSET | |
147616 | PHA PRO | |
134576 | PHARMACEUTICAL CHANGE CONTROL SYSTEM | |
134222 | PHOENIX | |
155009 | XXXXXXXX XX XXXXXXXXXXX | |
000000 | PIVOTAL CRM 5.9 | |
137505 | PIVOTAL CRM V 5.1 | |
135373 | PL INTRANET | |
153953 | PLANNING, BUDGETING AND PROJECTIONS | |
133245 | PLATEAU ELMS (LEARNING@BMS) | |
135093 | PLEIADES |
68
App Number |
Application Name | |
137891 | PMFLA | |
141266 | POD EVIDENCE | |
143897 | POLICIES AND PROCEDURES | |
136488 | POWER PLAY SALES METRICS | |
135642 | PPV AND PPV ADJUSTMENTS | |
134882 | PRACTNR MAILING SYSTEM | |
134883 | PRACTNR MASTER DB | |
134884 | PRACTNR SALES CALL | |
135761 | PRICING & SOURCING - TRANSFER PRICING | |
155058 | PROCEDURE | |
135506 | PROCESS AND REPORTS OF AVERAGE COST | |
135059 | PROCESS BMS DESCRIPTION | |
137973 | PRODUCT ACCRUALS | |
134840 | PRODUCT INFORMATION DATABASE | |
150576 | PRODUCT REPOSITORY | |
136492 | PRODUCT SALES COLLECTION, PERU | |
136496 | PROFITABILITY CUBE | |
138325 | PROSPER - (PROJECT SYSTEM, PLANNING ET REPORTING) | |
136142 | PURCHASE CUSTOMER ORDER | |
155253 | PURCHASE PROVISION | |
155011 | PURCHASING REGISTRATION BOOK PERU | |
135921 | QUALITY COMPLAINTS INVESTIGATION SYSTEM (QCIS) | |
155156 | QUARANTINE | |
134615 | QUASAR | |
155013 | XXXXXXXX XX XXXXXX XXXX | |
000000 | REMEDY | |
155155 | REQUISICIONES AUTOMATICAS | |
136595 | RESOURCE SCHEDULING AND VERIFICATION PROGRAM RSVP | |
155054 | RETENCIONES | |
137470 | XXX RECONCILIATION APPLICATION | |
XXX | XXX Xxxxxxxxxx | |
000000 | RIGHTFAX MJN | |
135740 | SAC | |
136507 | SALARY PLANNING - KADIRI | |
135310 | SALES CUBE | |
135516 | SALES DATAMART | |
136779 | SALES FORCE AUTOMATION | |
147166 | SALES FORCE E-LEARNING (TUDESARROLLO) | |
135789 | SALES QUOTE MANAGEMENT |
69
App Number |
Application Name | |
155153 | SALES RETURN & SALES DISCOUNT | |
144969 | SALES STATISTIC CODE | |
134141 | SALES STATISTICS | |
137024 | SALES STATISTICS CUBES | |
135832 | SALES STATISTICS IN AS/400 | |
134891 | SALES TRAINING WEB SITE | |
134892 | SAMPLES ACCOUNTABILITY SYSTEM | |
143354 | SAMPLES CONTROL | |
134255 | SAMPLES MNGT. | |
136286 | SANTANDER GLOBAL | |
PEND | SAP BCS | |
136512 | SAP BUSINESS WAREHOUSE (BW) | |
151426 | SAP DM RELATED PROCESSING (671) | |
133251 | SAP FDG | |
146416 | SAP GTS GTP | |
139184 | SAP HR (VERSION 4.6C) | |
136513 | SAP ORDER TO CASH (OTC) - SYMPHONY | |
135525 | SAP ORDER TO CASH (OTC) HARMONY | |
156105 | SAP TOUCH POINTS | |
134949 | SAS BILLING | |
135360 | SCANDINAVIAN ABSENCE REPORT | |
135367 | SCANDINAVIAN CONFERENCE ROOM BOOKING | |
136515 | SCANDINAVIAN WHO IS WHO INTRANET | |
137516 | XXXXXXXXXX.XXX.XXX | |
136517 | SCOP, CANADA | |
134260 | XXXXX | |
000000 | SECURITY RISK ASSESSMENT APPLICATION | |
134688 | SECURITY VISITOR WATCH DATABASE | |
136757 | SESAME | |
PEND | SET | |
139187 | SEVERANCE | |
136274 | XXXX XXX | |
000000 | XXXX XXXX XXXXXXX | |
000000 | XXXX SAMPLES XXXX XXXXXXX | |
136521 | SIMSAL | |
134635 | SINGLE ITEM MASTER (SIM) | |
148266 | SIPREME | |
142519 | XXXXX XXXXXX | |
134508 | SMW EVANSVILLE MJN SAMPLEMANAGER LIMS 2002 |
70
App Number |
Application Name | |
134269 | SOLRED | |
135099 | SPANISH ETMS | |
136739 | SPEC PROPOSAL DATABASE | |
135822 | STAFF SERVICES - FACILITIES WEB APPLICATION | |
135252 | STANDARD OPERATING PROCEDURE | |
134723 | STARS | |
135090 | STATISTIC OF SALES | |
136141 | STOCK DISTRIBUTOR | |
138834 | SUN JAVA IDENTITY MANAGER | |
134652 | SUPERFUND | |
133274 | Supplier Link | |
137964 | SUPPLIER MASTER | |
136600 | SURVEY WIZARD | |
134980 | SYC | |
133355 | TAX - CORPTAX CS AND EDP | |
138069 | TAX - CORPTAX ETS AND EDP | |
146917 | TAX - DBXI | |
135061 | TAX DISCOUNTS | |
142770 | TCS VIDEO CONF REQUEST | |
134282 | TEAMSHARE - SPAIN | |
135243 | TELEPHONE DIRECTORY | |
136927 | THE RESERVATION FOR OBSOLESCENCE | |
135238 | TIME RECORDING | |
150627 | TIME@ADP | |
134927 | TM/1 - DATA WAREHOUSING SYSTEM(MJ) | |
151733 | TM1 COLOMBIA | |
142974 | TM1 -HK | |
151629 | TM1 PERU | |
134940 | TM1 SERVER & PERPECTIVE 8 - FINANCE DATA ANALYSIS | |
151732 | TM1 VENEZUELA | |
136539 | XX0, XXXXXX | |
000000 | TOCK - CLOCKWARE | |
138277 | TRACKWISE - EHS ACTIONS TRACKING | |
143649 | TRACKWISE - MATERIAL WORKFLOW | |
136617 | TRAVEL - 14 DAY PRETRIP AUTHORIZATION | |
137486 | TRAVEL - CENTRAL XXXX FORM | |
133157 | TRAVEL - ETRIP | |
151480 | TRAVEL - GROUND TRANSPORTATION OPTION | |
136195 | TRAVEL - PRETRIP EXCEPTION AUTHORIZATION |
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App Number |
Application Name | |
143494 | TRAVEL - SMALL MEETINGS FORM | |
133158 | TRAVEL - TRAVELWEB | |
133202 | TREASURY: ETREASURY - NETTING | |
135679 | TREASURY: ETREASURY - SPOT TRADES | |
135758 | TREASURY: ETREASURY - WEB REPORTS | |
133170 | TREASURY: TREASURY GTM V8.1.2 (GTM) | |
155159 | TRIAL BALANCE | |
144516 | TS3 | |
136421 | TURNOVER, MEXICO | |
TBD | UNISTAFF | |
135076 | UPILIB | |
TBD | URSSAF | |
155010 | XXXXXXXXXXXX XX XXXXXXXXXXXXX | |
000000 | VENDOR MANAGED INVENTORY / INFOREM | |
137476 | VISTA | |
135440 | WEB CORPORATE WEB SITE | |
150224 | WEBMETHODS | |
133235 | WHITEPAGES | |
135381 | WHO IS WHO | |
134304 | WHO’S WHO | |
135228 | WITNESS CALL MONITORING | |
134305 | WMS | |
142620 | WORKBRAIN TIME & ATTENDANCE | |
135260 | Xign | |
134710 | ZEELAND ADDENDUM | |
135286 | XXX | |
000000 | MATERIAL PROMOTIONAL | |
135299 | BANKING CONCILIATION | |
135303 | LIQUIDATION OF IMPORTS | |
135304 | OBSOLECENCE OF INVENTORIES | |
135313 | QUOTE CUBE | |
135314 | INVENTORIES CUBE | |
136390 | BPCS XXXXXXXXX | |
000000 | XXXX XXXXXXX AND QMS | |
136422 | EDI | |
136925 | FORCE ANALYZER | |
137535 | DOI CUBE | |
154853 | SECURITY OF DUTIES | |
155353 | INTERFACE WITH DISTRIBUTOR |
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App Number |
Application Name | |
155404 | BPCS ACCOUNTING - NEW MODULES | |
157457 | PORTALVENEZUELA | |
134117 | GETRAS APPLICATION | |
157658 | BPCS - Vietnam | |
156957 | Sponsorship Management System | |
157861 | A&P Tracking System MJN |
73
EXHIBIT C
WORKPLACE SERVICES
Services Summary Description
The Services to be provided by Provider under this Exhibit shall generally be described as services provided to support end-user services as listed in the Provider’s IM Service Catalog. The Services provided include, but are not limited to:
• | Desktop Services including: |
• | Deskside support |
• | Desktop management including Desktop/Laptop hardware break/fix |
• | PC lifecycle management |
• | Install, Move, Add, Change (IMACs) |
• | Site Support |
• | Software procurement |
• | Help Desk including: |
• | General support |
• | SAP Help Desk |
• | Sales Force Help Desk |
• | R&D Scientific Help Desk |
• | Messaging and calendaring |
• | Collaboration Services, including but no limited to, eConferencing, Audio, Video & Web Conferencing. |
• | Print, Fax and Scan services |
Scope of Services
These Services shall be provided to Recipient’s employees, contractors and external business partners to the extent that such Services were provided prior to Closing Date at Historical Levels as defined in Section 2(d)(i) of this Agreement. Increase in Services beyond Historical Levels or for new usage not in place prior to Closing Date will require initiation of a project by Recipient per Exhibit D and shall mutually be agreed to by Provider and Recipient.
Software
To the extent Provider is contractually permitted to allow for such use, Recipient may continue to utilize software licensed by Provider for the duration of the Term to the extent such use occurred during the six (6) months prior to the Closing Date. In the event that the consent of a third party is required for such use, the provisions of Section 2.10 of the Separation Agreement shall govern the securing of such consents.
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EXHIBIT D
IT PROJECT SERVICES
Services Summary Description
It is understood that Recipient will significantly limit new projects, both Infrastructure and Applications, which rely on Provider Services to those that are critical for ongoing business continuity and growth. Requests for new projects and/or relevant to retirement of an application will follow Provider established policies and procedures for project intake (PGPM) and prioritization by Provider. Provider is under no obligation to provide Services where technical capabilities do not exist in the existing Provider’s IM Services Catalog.
The Services to be provided by Provider under this Exhibit shall include, but not be limited to, those services in the Provider’s IM Services Catalog that allow for the initiation, execution, and implementation of new Infrastructure or Application projects. Generally speaking, these Services will be limited to all supported services required to complete projects for new infrastructure and applications necessary for the continued operation and growth of Recipient. Completion of projects shall be in strict accordance with Provider’s policies and procedures.
Where required, Recipient shall obtain necessary software licenses (“Licensed Software”) as required by software vendors and applicable laws. Licenses for Licensed Software currently used by Recipient, and solely for the benefit of Recipient, shall be transferred by Provider as permitted under the respective vendor licenses agreements and where agreed by Provider. Any costs incurred by Provider resulting from a transfer of Licensed Software to Recipient or a vendor required renegotiation of Provider Licensed Software will be borne by Recipient.
Delivery of agreed projects will be in compliance with Service Level Agreements of Provider and their designated providers. Recipient will bear the full cost of all Project Services.
List of Projects
PGPM Project ID |
Project Name | |
2005-0791 | MJN Product Lifecycle Management Implementation | |
2007-0224 | MJN Global Quality Strat - LIMS | |
2007-0224c | MJN Global Quality Strat - LIMS CR-c | |
2007-0224d | MJN Global Quality Strat - LIMS CR-d | |
2007-0801 | Big C VMI to EDI | |
2007-0810 | MJN PLM Construct and Test | |
2007-0810e | MJN PLM Construct and Test CR-e | |
2007-0810f | MJN PLM Construct and Test CR-f | |
2007-1105 | Internet Marketing Web Site | |
2007-1277 | Nijmegen Customs Req Changes | |
2007-1277a | Nijmegen Customs Req Changes CR-a | |
2008-0022 | ZIPP Packaging Automation DCS | |
2008-0081 | Practitioner Audit and Balancin | |
2008-0120 | EBI Access Control Upgrades |
75
PGPM Project ID |
Project Name | |
2008-0120a | EBI Access Control Upgrades CR-a | |
2008-0204 | MJN Zeeland MSA Switch Upgrade | |
2008-0204a | MJN Zeeland MSA Switch Upgrade CR-a | |
2008-0256 | MJN India Distribution Project | |
2008-0269 | IWP Help Desk Support | |
2008-0289 | Regional A&P Tracking System | |
2008-0290 | To revamp MJ TM1 (MY & SG) | |
2008-0310 | MJ Phil Web | |
2008-0310a | MJ Phil Web CR-a | |
2008-0360 | MJN SFA System | |
2008-0360b | MJN SFA System CR-b | |
2008-0396 | Project HRIS Extend | |
2008-0484 | Balance Scorecard Caricom | |
2008-0484a | Balance Xxxxxxxxx Xxxxxxx XX-x | |
0000-0000 | Xxxxxx upgrade for Hanoi | |
2008-0608 | Demand Forecast - MJ Thailand | |
2008-0637 | 3PL Lease Line Connect | |
2008-0643 | MJN SA&R-Tatura Interface | |
2008-0643b | MJN SA&R-Tatura Interface CR-b | |
2008-0648 | MJN NIJ - network expansion | |
2008-0663 | MJ CDS Integration (Atlas) - ZE | |
2008-0829 | WINS Ind PC Upgrade | |
2008-0866 | Central America B2B | |
2008-0920 | CRM WAN | |
2008-0921 | SFA JET | |
2008-0931 | Project Storage | |
2008-0985 | ETL CanCan for CRM Pivotal | |
2008-0989 | Xxxx Xxxxxxx Global SOP System | |
2008-0989a | Xxxx Xxxxxxx Global SOP System CR-a | |
2008-0991 | MJN RightFax Upgrade | |
2008-1036 | Project Minnesota | |
2008-1037 | MJN IPO APAC BPCS | |
2008-1039 | MJN IPO SAP | |
2008-1041 | MJN IPO LATAM BPCS | |
2008-1042 | MJN IPO Puerto Rico BPCS | |
2008-1043 | MJN XXX XXXXXX Xxxxxx | |
0000-0000 | Importation and PPV | |
2008-1093 | VPN connection | |
2008-1104 | CRM Pivotal additional licenses |
76
PGPM Project ID |
Project Name | |
2008-1114 | Project Total (Kenco) | |
2008-1114a | Project Total (Kenco) CR-a | |
2008-1120 | Increase Space of MJCF | |
2008-1121 | Office Expansion at CHO | |
2008-1146 | MJN IWP DR at Auburn Hills | |
2008-1147 | MJN DB Promotions (Web Page) | |
2008-1165 | OneMJN Portal Analysis | |
2008-1173 | MJN Project Metro (new office) | |
2008-1185 | MJN Global Payroll-HRIS Project | |
2008-1189 | N2N VPN for Tianjin Office | |
2008-1190 | N2N VPN for Xiamen Xxxxxx | |
0000-0000 | X0X XXX for XiAn Office | |
2008-1246 | Meridian IQ Connectivity Change | |
2008-1266 | Pulse Website Retirement Projec | |
2008-1286 | Indonesia Discount Change | |
2008-1305 | MeadJohnson Community | |
2008-1326 | MJN Payroll Data Conversion 2 | |
2008-1329 | VMI System | |
2008-1330 | CRM Enhancement | |
2008-1334 | MJN Global LIMS 9_2 Dev Server | |
2008-1336 | Tatura Remote Office | |
2008-1339 | MJN Executive Support Project | |
2008-1344 | MJN BPR Master Data | |
2008-1352 | Cosmics Analysis - MJN IPO | |
2008-1406 | Perf Connections_MJN IPO | |
2008-1414 | MJN SOP Sharepoint Solution Est | |
2008-1415 | Xxxx Loon Partner access to IWP | |
2008-1416 | BPCS Implementation Dom Rep | |
2008-1467 | Loyalty Points program | |
2008-1478 | Web Support | |
2008-1506 | MJN IPO ADP Global Data Warehou | |
2008-1553 | MJN IPO Bank of America A P | |
2008-1557 | Microbial Vitamin Disaster Rec | |
2008-1558 | EBI Automation Disaster Rec | |
2008-1565 | Project New Office Setup | |
2009-0018 | MJN Vietnam office renovation | |
2009-0040 | MJ China DMS Roll Out |
77
SCHEDULE 4
INFORMATION TECHNOLOGY SERVICES PROVIDED BY MJN
Countries: United States, Peru, and Chile (including support for ConvaTec).
Services Summary Description
Provider shall provide client facing support and management of applications (see table below) for the countries identified. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide. In addition, upon completion of any new project identified in this Schedule, Provider and Recipient shall amend the table below to add the completed project to this Schedule. All IT support historically provided to Recipient will continue to be provided except where specifically listed. Additionally, costs required to separate services prior to or during the term of this Schedule are not included in the costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required project intake processes and systems for all requests made against Services made available by Provider.
All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures.
Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient initiated. Where upgrades are Recipient initiated and agreed to by Provider, these projects would be considered a separate project under this Schedule.
The software applications governed by this Schedule shall change as the responsibility for support and maintenance transitions to Recipient.
All costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient.
Without limiting the generality of the foregoing, Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its responsibilities as project manager shall include preparation (and communication to Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other personnel and timely delivery, testing and implementation of the computing environment. Recipient will collaborate with Provider on the development of the project timelines, with Provider and Recipient approving the project timelines before any business plans are made to effect change in either the Recipient or Provider computing or business environments. Provider shall not provide any resources above and beyond the normal course of delivering Provider-provided Services required to operate the Business during the Term. Provider reserves the right to replace, upgrade, or modify its operating procedures and/or software systems at any time during the Term.
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Services
Client facing IM support only for Indiana Technical Operations in Evansville, IN including:
• | Provide functional support and client assistance |
• | Work with 3rd party service providers who provide application technical support |
• | Coordinate required testing for service packs and patches |
• | Provide security coordination consistent with activities as of the Separation Date |
Application support for applications listed in table below to the extent that Provider was providing services prior to Separation for all countries. Support includes the following:
• | System administration |
• | Application maintenance and promote to production |
• | Assist Recipient with transition of applications |
• | Maintain end-user access control |
• | Provide incident and problem resolution |
• | Provide validation services for applications |
• | Database maintenance services where applicable, including data export/imports, query performance tuning, application PL/SQL management, & data structure design and implementation |
Changes in Services made by Provider during the Term of this Agreement will be made available to Recipient based on mutual consent, with incremental costs necessary being borne by Recipient. Discontinuation of Services by Provider will be made available, on mutual consent, to Recipient with Recipient bearing the full cost associated with the discontinuation of that Service. Provider must notify Recipient within one-hundred eighty (180) days for the first twelve (12) months and ninety (90) days thereafter of any Discontinuation of Services. Recipient must make a request in writing to Provider for inclusion of any Additional Services. At time of receipt of Recipients request by Provider, Provider will within the following thirty (30) days provide a plan of action to include the requested services as Additional Services or send a rejection of the Recipients request to the Recipient of their request to be included as Additional Services. Provider will notify Recipient within fifteen (15) days of any Change in Services.
New Project Services
It is understood that Recipient will significantly limit new projects, both Infrastructure and Applications, which rely on Provider Services to those that are critical for ongoing business continuity and growth. Requests for new projects and/or relevant to retirement of an application will follow Provider’s established policies and procedures for project intake (PGPM) and prioritization by Provider. Provider is under no obligation to provide Services where technical capabilities do not exist at the Date of Close.
Transition of Services
Provider will provide the support required to transition Services and applications for Recipient; and such support will be managed as a project under New Project Services in this Schedule 4 with the cost associated with that transition borne by Recipient.
79
Data Transfers
In relation to data transfers, the following principles shall be adhered to:
• | Any request to transfer data shall be done as a project per this Schedule with all costs at an incremental expense to Recipient |
• | Any transferred data shall be transferred in Provider standard format |
• | Any data customization request shall be at an incremental expense to the Recipient |
• | Data conversion and mapping activities shall be mutually agreed to during initiation of the project under this Schedule |
• | During the Term, Provider does not commit to segregating data which is co-mingled, with the exception of financial data, the segregation of which shall be performed at an incremental expense to the Recipient |
Cost
Cost of Services shall be charged each month at a fixed amount as follows:
Local Market (Country) |
Foreign Currency Type |
TSA Costs (in USD) | |||
Chile |
N/A | $ | 3,000 | ||
Peru |
PEN | $ | 9,000 | ||
U.S.A. |
N/A | $ | 39,000 | ||
Total |
$ | 51,000 |
In addition, Recipient shall be obligated to pay increased maintenance and licensing costs from vendors for software dedicated to Recipient covered under this Schedule.
Additional Costs
New projects or services agreed to in this Schedule 4 shall be borne by Recipient as agreed to by acceptance of such projects and services.
Recipient shall be responsible for maintaining a Capital Appropriation Request (CAR) for the purchase of all new or replacement PCs during the Term.
Modification of Costs during Term
During the Term of this Agreement, Provider and Recipient shall review the Services provided under this Schedule and the costs charged to provide Services twice annually. Costs to Services shall be modified for modification of Provider’s unit price as documented in the Annual Business Plan once per year. Cost to Services shall be modified twice per year based on volume of Services used under this Schedule.
Term: Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional three (3) months; provided that the Recipient acknowledges and agrees that Schedule 3 must be in effect to provide the Services listed in this Schedule.
80
Early Termination of All Services: Termination by Recipient at any time upon ninety (90) days’ prior written notice. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.
Transition: Transition out of Services or applications in this Schedule by Recipient must be planned and agreed to by Provider. Due to interdependency of applications and services provided in this Schedule, failure to communicate and plan transition by Recipient with Provider may limit or reduce Services provided by Provider.
Provider: MJN
Recipient: BMS
Point of Contact, Recipient: Xxxxx Xxxxxx
Point of Contact, Provider: Xxxxx Xxxxxx
Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
List of Projects
Project ID |
Project Name |
|||
2008-0829 |
WINS Ind PC Upgrade | |||
2008-0927 |
ITO SAP PP-PI Migration |
Applications Supported
Application ID |
Application Name |
Country |
Division Used | |||
137782 | Atlas | US | TechOps | |||
Business Objects | US | TechOps | ||||
Credit Memos | US | TechOps | ||||
Discipline System | US | TechOps | ||||
134400 | Disposal Order System | US | TechOps | |||
135603 | DM/FSS Data Warehouse | US | TechOps | |||
137658 | EBI Badge Management | US | TechOps | |||
135242 | EHS Incident Reporting | US | TechOps | |||
136741 | Electronic Signatures Database | US | TechOps | |||
134474 | Hazardous Material Tracking | US | TechOps | |||
134450 | Invistics Database/Feed | US | TechOps | |||
134489 | ITO List Number DB | US | TechOps | |||
135190 | Job Bid | US | TechOps | |||
134593 | Laboratory Data System (LDS) | US | TechOps | |||
134595 | Legacy QA Microfilm Indexing | US | TechOps |
81
Application ID |
Application Name |
Country |
Division Used | |||
134519 |
Marcam Maintenance Management System | US | TechOps | |||
134526 |
MBR | US | TechOps | |||
134880 |
MJN Intranet - Forms Warehouse | US | TechOps | |||
135268 |
MJN Intranet - Net-it | US | TechOps | |||
136740 |
MJNG Bulletin Board | US | TechOps | |||
136481 |
Packaging Material Specification System (PMS) | US | TechOps | |||
Pharm Door Sheets | US | TechOps | ||||
135252 |
Pharm SOP DB | US | TechOps | |||
134576 |
Pharmaceutical Change Control System | US | TechOps | |||
140584 |
ProCal | US | TechOps | |||
135252 |
PSG SOP DB | US | TechOps | |||
135418 |
QA Interleaf | US | TechOps | |||
134597 |
QA Sample Processing | US | TechOps | |||
136503 |
QC Stability Samples | US | TechOps | |||
133251 |
FDG SAP (Client Facing) | US | TechOps | |||
Scale Calibration Database | US | TechOps | ||||
134688 |
Security Visitor Watch System | US | TechOps | |||
134694 |
WINS | US | TechOps | |||
149874 |
BPCS - ACP | Peru, Chile | Pharma, ConvaTec | |||
149874 |
BPCS - ACR | Peru, Chile | Pharma, ConvaTec | |||
155008 |
Conciliacion intercompany | Pharma | ||||
155061 |
Control de Dsctos del Distribuidor | Peru | Pharma | |||
155062 |
Control documentario de dsctos del distribuidor | Pharma | ||||
136947 |
Descuentos del Distribuidor xx Xxxxxxx | Peru | Pharma | |||
135073 |
Evaluación de Pedidos | Peru, Chile | Pharma | |||
149874 |
BPCS - CST | Peru, Chile | Pharma | |||
135506 |
PROCESS AND REPORTS OF AVERAGE COST | Peru | Pharma | |||
155010 |
Valorizacion de Importaciones | Pharma | ||||
155007 |
Fixed Assets | Peru, Chile | Pharma, ConvaTec | |||
149874 |
BPCS - GLD | Peru, Chile | Pharma, ConvaTec | |||
155059 |
ACS P&L | Peru, Chile | Pharma | |||
155157 |
Balance General | Pharma | ||||
155063 |
Cut Off | Pharma | ||||
155158 |
Libro Diario | Pharma | ||||
136492 |
Product Sales Collection | Peru, Chile | Pharma, ConvaTec |
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Application ID |
Application Name |
Country |
Division Used | |||
155011 |
Purchasing registration book | Pharma | ||||
155013 |
Registro de Ventas Peru | Pharma | ||||
155153 |
Sales Return & Sales Discount | Pharma | ||||
155159 |
Trial Balance | Pharma | ||||
136927 |
Write Off | Peru, Chile | Pharma, ConvaTec | |||
155054 |
Retenciones | Pharma | ||||
135061 |
TAX DISCOUNTS | Pharma | ||||
149874 |
BPCS - CSH | Pharma | ||||
149874 |
BPCS - MLT | Peru, Chile | Pharma, ConvaTec | |||
136140 |
Administración de Cheques | Pharma | ||||
135068 |
BANK RECONCILIATION (CONCILIACION BANCARIA) | Pharma | ||||
135026 |
CASH BOOK | Pharma | ||||
155055 |
CONCILIACION TARJETAS DE CREDITO | Pharma | ||||
155057 |
Paylink Peru Chile | Peru, Chile | Pharma, ConvaTec | |||
135512 |
Control de Gestion | Pharma | ||||
155060 |
Certificado de Retenciones | Pharma | ||||
149874 |
BPCS - MPS | Pharma | ||||
149874 |
BPCS - MRP | Pharma | ||||
MRP | Pharma | |||||
SCOP + Manugistic (Interface) | Pharma | |||||
136929 |
Exchanges and Returns | Peru, Chile | Pharma, ConvaTec | |||
136142 |
PURCHASE CUSTOMER ORDER | Peru, Chile | Pharma, ConvaTec | |||
136141 |
Stock in third Parties | Pharma | ||||
149874 |
BPCS - BIL | Peru, Chile | Pharma, ConvaTec | |||
149874 |
BPCS - ORD | Peru, Chile | Pharma, ConvaTec | |||
155154 |
Auto PO | Peru, Chile | Pharma, ConvaTec | |||
149874 |
BPCS - PUR | Peru, Chile | Pharma, ConvaTec | |||
155009 |
Piramide de Proveedores | Chile | Pharma | |||
155155 |
Requisiciones Automaticas | Peru, Chile | Pharma, ConvaTec | |||
155156 |
Quarantine | Pharma | ||||
Special products control | Pharma | |||||
149874 |
BPCS - INV | Peru, Chile | Pharma, ConvaTec | |||
149874 |
BPCS - XXX | Pharma | ||||
136941 |
QUOTA OF SALES PHARMA | Pharma | ||||
135090 |
Statistics of sales | Peru, Chile | Pharma, ConvaTec | |||
136937 |
Medical Sample | Peru, Chile | Pharma |
83
Application ID |
Application Name |
Country |
Division Used | |||
151629 |
TM1 | Peru, Chile | Pharma | |||
135516 |
Sales Datamart | Peru | Pharma | |||
136926 |
XXXX - XX | Peru, Chile | Pharma, ConvaTec | |||
136926 |
XXXX - XX | Peru, Chile | Pharma, ConvaTec | |||
136926 |
XXXX - XX | Peru, Chile | Pharma, ConvaTec | |||
136926 |
XXXX - NI | Peru, Chile | Pharma, ConvaTec | |||
136926 |
ADAM - NS | Peru, Chile | Pharma, ConvaTec | |||
136926 |
XXXX - XX | Peru, Chile | Pharma, ConvaTec | |||
136926 |
XXXX - XX | Peru, Chile | Pharma, ConvaTec | |||
134976 |
ITP | Chile | Pharma | |||
155058 |
Procedure | Peru | Pharma | |||
ASAP | Peru | Pharma | ||||
154053 |
Dashboard New Products Latcan | Peru | Pharma | |||
152251 |
Planning of Promotional Material | Peru | Pharma | |||
153104 |
BPCS CHILE | Chile | Pharma, ConvaTec | |||
155012 |
PURCHASING REGISTRATION BOOK CHILE | Chile | Pharma | |||
155014 |
REGISTRO DE VENTAS CHILE | Chile | Pharma | |||
156857 |
ACCIST | Peru | Pharma |
84
SCHEDULE 5
TAX SERVICES PROVIDED BY BMS
Services Summary Description
Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Additionally, Provider shall make available a main contact person (the “Main Contact”) to act on behalf of both Provider and Recipient with respect to global Tax matters of Recipient. The Main Contact will oversee and coordinate the Services contemplated in this Schedule 5 and to the extent appropriate in Schedule 6. The Main Contact will oversee and coordinate external spend on Tax Planning and on Tax Compliance Services wherever necessary, subject to the approval of Recipient’s Chief Financial Officer, where such approval shall not be unreasonably withheld, and where “external spend” shall mean expenditures on third-party resource(s) in excess of that contemplated by this Agreement for routine tax planning and tax compliance services. For the avoidance of doubt, “external spend” shall not include locally budgeted expenditure(s) for Provider’s direct and indirect costs under this Agreement where such costs relate to Provider’s employees; or in accordance with Provider’s locally budgeted expenses, costs pertaining to the outsourcing of routine tax compliance functions anticipated under this Agreement.
Services
Service |
Description |
Countries | ||
Preparing Tax Returns | Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:
• Preparation of all income Tax Returns and related forms needed or required by law (at the federal, regional and local levels), including, for the avoidance of doubt, all Combined State Income Tax Returns and Foreign Tax Returns for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
• Preparation of all required income Tax extension requests including, for the avoidance of doubt, all Combined State Income Tax extension requests for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect. |
USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam |
85
Service |
Description |
Countries | ||
• In the United States, preparation of any Form 5471 relating to the calendar year (or any portion thereof that begins on or prior to the Separation Date) in which the Distribution occurs.
Provider will provide access to xxxx://xxxx.xxx.xxx/Xxx to the extent required to provide the Services described above.
Provider will prepare the following Tax Returns or perform the following functions as the case may be, in accordance with a schedule (“Tax Preparation Schedule”) to be determined by the Provider. The Tax Preparation Schedule shall ensure full compliance with tax filing deadlines (including the extension thereof when and where applicable) and to the extent applicable the coordination of the Recipient’s Tax Return filing needs and requirements with those of Provider for group, fiscal unity or tax consolidation (or similar) purposes, provided that Recipient shall or shall cause all information necessary to properly prepare such Tax Returns or to perform such Services in a timely manner to be delivered or otherwise made available to Provider in accordance with the Tax Preparation Schedule:
(a) Preparation of: all State Income Tax Returns, all Local Income Tax Returns, all Federal Income Tax Returns (including, as applicable or required, in all such cases pro forma Tax Returns).
(b) Preparation of all Income Tax Returns in jurisdictions outside of the United States.
(c) Preparation of Sales and Use Tax Returns in the United States.
(d) Preparation of Value Added Tax Returns, Goods and Services Tax Returns, and similar Indirect Tax Returns in jurisdictions outsider of the United States.
(e) Preparation of required extensions of any Tax Return(s) in any Jurisdiction, as necessary, appropriate and/or required.
|
86
Service |
Description |
Countries | ||
Worldwide Tax Services |
Provider will support worldwide Tax services, including VAT. | USA, Canada, Argentina, Brazil, | ||
Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam | ||||
Accounts payable related tax reporting (i.e., 1099s, 48s) | Provider will support accounts payable related tax reporting (i.e., 1099s, 480s). | USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Guam |
87
Service |
Description |
Countries | ||
Tax services related to PCOPS | Provider will support tax services related to PCOPS. | Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom | ||
VAT, Sales and Use Tax Preparation | Provider will support Tax Return preparation solely to the extent related to VAT, GST, sales and use taxes, and similar Taxes or imposts. | USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam | ||
Tax Provision and Reporting | Preparation and submission of all materials at the State, Federal and International (ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS 109, FAS 5, FAS 123R and FIN 48, and all amendments or changes thereto. Calculation of the cash tax and effective tax rates in the United States. |
USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore |
88
Service |
Description |
Countries | ||
(Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam | ||||
Tax Audit support | Provider will perform State and Federal tax audit support and management functions for Recipient. | USA | ||
Capital tax (in Canada) processing services and payment support | Provider will perform all services relating to the processing and payment of the Capital tax; Recipient will reimburse Provider for any and all tax paid. | Canada | ||
Federal and provincial submissions and support | Provider will perform Provincial and Federal tax audit support and management functions for Recipient. | Canada, Colombia, Venezuela | ||
VAT, Sales and Use tax audit support | Provider will make available resource and support for the conduct of all VAT, Sales and Use tax and similar (indirect tax) audits. | USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Thailand, China, Guam | ||
Corporate Income Tax Audit support | Provider will make available resource and support for the conduct of all corporate income tax audits. | USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Nexxxxxxxxx, Xxxxxxxx, Xxxxxx, |
00
Service |
Description |
Countries | ||
Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam | ||||
Global Tax Planning Services | Provision of tax planning and tax strategy Services focused primarily on reducing Recipient’s cash and effective tax rates from the perspective of a U.S.-based multi-national, but also to include local and regional tax planning and the support of business operations globally with advice on tax efficient structures. The scope of such global tax planning Services shall include direct taxes (i.e., corporate income taxes) and indirect taxes (i.e., VAT, GST, Sales and Use tax and similar imposts, and customs duties), but specifically shall exclude other taxes, imposts and levies including but not limited to other taxes which are not based on income or sales of products (i.e., real estate taxes and other property taxes). Global tax planning Services also will include tax analysis and planning for cash repatriation strategies and for intercompany financing activities. | USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, China, Hong Kong, India, Indonesia, Malaysia, Philippines, Thailand, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients) | ||
Transfer Pricing | Provider shall perform transfer pricing Services for Recipient, which Services shall include the preparation of transfer pricing reports and/or documentation required under local law, operational analysis of transfer prices. Recipient shall be solely responsible for requesting and communicating to Provider (specifically, to | USA, Canada, Argentina, Brazil, Colombia, Doxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxx, Xxxx, Xxxxxx Xxxx, |
00
Service |
Description |
Countries | ||
Provider’s Transfer Pricing Group) all in-market transfer pricing changes for existing products. Provider shall work with recipient to establish in-market prices for any and all new products, but thereafter Recipient shall be solely responsible for requesting and communicating to Provider (specifically, to Provider’s Transfer Pricing Group) all in-market transfer pricing changes. For the avoidance of doubt, as used in the preceding sentences, “existing products” shall mean those products which are available for commercial sale in any market worldwide as of the Separation Date, and “new products” shall mean any products introduced for commercial sale in any market worldwide on or after the Separation Date.
Further, Provider and Recipient shall use their best efforts to effect a knowledge transfer from Provider to Recipient over the course of this Agreement (as such Agreement relates solely to and remains in effect with respect to the on-going provision of Tax Services) of transfer pricing system/rules in accordance with principles espoused under Section 482 of the United States Internal Revenue Code of 1986, as amended, and the Organization for Economic Cooperation and Development. The objective of the foregoing knowledge transfer shall be for Recipient to internally provide its own transfer pricing function and administration by an as yet undefined date which in no event shall occur later than the last day on which Provider shall be responsible for the performance of Tax Services pursuant to the terms and conditions of this Agreement. |
Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, China, Hong Kong, India, Indonesia, Malaysia, Philippines, Thailand, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients) |
Cost
Cost of U.S.-Provided Services (where “U.S.-Provided Services” are those provided by or through the Corporate Tax Department of BMS) shall be charged each month at a fixed amount of $246,000.
Term:
The minimum Term applicable to all Services provided under this Schedule shall be not less than such period as BMS owns not less than 80% of all classes of MJN stock outstanding as measured by both vote and value.
91
Recipient: MJN
Provider: BMS
Point of Contact, Recipient: Xxxx XxXxxxxxx
Point of Contact, Provider: Xxxx XxXxxxxxx
Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
92
SCHEDULE 6
TAX SERVICES PROVIDED BY MJN
Services Summary Description
Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.
Services
Service |
Description |
Countries | ||
Preparation of Tax Returns | Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:
• Preparation of all corporate income Tax Returns for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
• Preparation of required corporate income Tax extension requests for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
Provider will provide access to xxxx://xxxx.xxx.xxx/Xxx to the extent required to provide the Services described above.
Upon the request of Recipient, Provider will prepare the following Tax Returns, or will perform the following Services, as the case may be, provided, however, that Recipient shall (i) make its request to Provider as soon as reasonably practicable but in no event later than sixty (60) days after the Separation Date and (ii) provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner: |
Thailand |
93
Service |
Description |
Countries | ||
• Preparation of all corporate income Tax Returns (including Tax Returns filed at the federal, regional and/or local level) for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
• Preparation of required extension requests for corporate income Taxes for the taxable period ending on the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.
• Assistance with the computation of all required estimated corporate income Tax payments for the portion of the Straddle Period beginning on the day after the Separation Date.
Recipient will be responsible for executing all Tax Returns. |
||||
Worldwide Tax Services | Provider will support worldwide Tax services including VAT. | Thailand | ||
Accounts payable related tax reporting (i.e., 1099s, 480s) | Provider will support accounts payable related tax reporting (i.e., 1099s, 480s). | Thailand | ||
VAT, Sales and Use Tax Preparation | Provider will support tax preparation solely to the extent related to VAT, sales and use Taxes. | Thailand | ||
Tax Provision and Reporting | Preparation and submission of all materials at the State, Federal and International (ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS 109, FAS 5, FAS 123R and FIN 48, and all amendments or changes thereto. |
Thailand | ||
Tax Audit support | Provider will perform all income Tax audit support and management functions for Recipient. | Thailand | ||
VAT, Sales and Use tax audit support | Provider will perform all VAT, Sales and Use tax and similar (indirect tax) audit support and management functions for Recipient. | Thailand |
94
Cost
Cost of Services shall be charged each month at a fixed amount of THB 232,989.
Term
The minimum term applicable to all Tax Services provided under this Schedule shall be not less than such period as BMS owns not less than 80% of all classes of MJN stock outstanding as measured by both vote and value.
Recipient: BMS
Provider: MJN
Point of Contact, Recipient: Xxxxxxxxx Xxxxxxx
Point of Contact, Provider: Monapha Kongmunwatana
Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
95
SCHEDULE 7
TREASURY SERVICES PROVIDED BY BMS
Services Summary Description
Provider shall provide the treasury Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date.
Services
Domestic Cash Management:
Service |
Description |
Countries | ||
Domestic Cash Management | The treasury Services that Provider will provide are as follows:
Bank Activity Reporting
• Collect Recipient’s actual bank balance and transaction activity on behalf of Recipient
• Record Recipient’s daily cash activity in Treasury system prior to interface to general ledger (SAP)
• Report cash activity in e-Treasury for companywide access
• Investigate and rectify lack of proper reporting with Recipient’s banks
• Utilize existing Provider relationship bank systems for bank collection process.
• Manage contingency reporting plans for Recipient when bank systems fail.
• Train Recipient staff |
USA, Canada, Puerto Rico | ||
Domestic Cash Management | Daily Cash Positioning
• Concentrate all cash activity at newly formed Recipient company bank account
• Process all wire transfers to Recipient’s bank account from collection banks |
USA, Canada (Puerto Rico to maintain intercompany balances) | ||
Domestic Cash Management | • Collect Accounts Payable information from FSS to include in position as available
• Determine and report Recipient’s cash position and determine settlement of investments based on expected Recipient cash requirements.
• Provider performs “back office” confirmation processes for Recipient. |
USA |
96
Service |
Description |
Countries | ||
• Obtain daylight overdraft credit lines, when necessary.
• Perform end of day reconciliation for Recipient activity.
• Maintain I/C balances between Recipient PR
• Train Recipient staff. |
||||
Treasury Payments
• Provider will use Recipient DOA and existing processes to govern all payments processed by Provider Treasury and outside of SAP’s normal payable channels.
• Recipient to adopt Provider Treasury internal control policies. Provider to notify Recipient of any changes to policies within one week of change.
• Adherence to Provider’s internal controls for all payments processed by Treasury. Provider will notify Recipient in advance of changes. Recipient shall adopt internal controls for payments processed by Treasury consistent with those of the provider.
• Calculate and settle bank fee reimbursements, credit facility fees, inter-company and third party debt interest payments, interest rate swaps and bank administrative fees related to financing.
• Settle foreign exchange and investment position placements with banks
• Settle inter-company dividend payments to Provider.
• Settle shareholder payments with transfer agent.
• Train Recipient staff |
USA | |||
Domestic Cash Management | Accounts Payable
• Provider Financial Shared Services (FSS) will continue to process accounts payable on Provider bank accounts until technical work required is performed for a full migration of payables to Bank of America.
• FSS will provide accounts payable balances, including netting to Provider Treasury for weekly settlements between two companies. |
USA |
97
Service |
Description |
Countries | ||
• FSS will process payroll settlements with ADP from Provider bank accounts and will include amount in report to Treasury.
• Provider Treasury will settle the inter-company accounts payable balance from Recipient banks accounts. |
||||
Bank Account Governance
• Maintain an efficient bank network with banks and recommend banking solutions based on service needs.
• Project manage all bank services implementations, including the opening and closing of bank accounts and selection of Recipient’s banks.
• Manage all bank fee negotiations with banks related to cash management solutions
• Manage the opening and closing of bank accounts in accordance with Provider & Recipient Treasury signatory requirements.
• Implement necessary banking services to minimize the ability of bank account fraud
• Maintain authorized signatory lists for Recipient. Provider & Recipient Treasury and Recipient to be bank account signatories on all Recipient bank accounts. |
USA | |||
Domestic Cash Management | • Perform account analysis high level review and report Recipient bank services fees for intercompany settlement.
• Calculate accounts payable related fees for settlement with Provider, until separate accounts payable accounts are used for Recipient.
• Perform audit confirmations for external auditors requests.
• Perform annual relationship reviews with Recipient banks.
• Train Recipient staff. |
USA | ||
Technology
• Maintain security administration function for all Recipient bank system users under the Provider access profile.
• Maintain security administration function for Treasury system users. |
USA |
98
Service |
Description |
Countries | ||
• Perform user access reviews for all Recipient users as part of the Provider access reviews.
• Assign proper segregation of duties access and necessary access controls for Recipient staff. |
||||
Budgets & Forecasts
Maintenance of a separate Recipient R & D consolidated forecast. Recipient is responsible for continuing to provide Provider with receipts and disbursement cash projections (to include payables). |
USA |
99
Service |
Description |
Countries | ||
Domestic and International Pension: | U.S. DEFINED BENEFIT PENSION PLAN
The treasury Services that Provider will provide are as follows:
While it is the intent to broadly outsource investment management and day to day plan administration functions where practical, Provider will continue to provide Recipient with overall advisory, general oversight, and strategic support services on an ongoing or as needed basis post-IPO
Investment Management
• Investment management responsibilities for the DB plan will be outsourced, and will be part of a separate contract agreement with a third-party provider yet to be identified.
• Provider to facilitate transition to third party investment advisors.
• Third party to perform Asset/Liability study, set optimal asset allocation mix, perform manager searches, monitor performance, etc.
• Third party to provide “Form 5500 Ready” services for IRS tax filing
• Third party to perform weekly disbursements (benefit payments) to plan administrator (Fidelity)
• Third party to update plan fiduciaries on performance.
• Recipient owns SOX controls associated with outsourced activities.
Interaction with Actuaries
• Provider to facilitate actuarial activities with Recipient input. Actuaries to be appointed by Recipient with recommendations from Provider.
Annual Valuation
• Provider to provide support for initial valuation work required at time of spin, and going forward Provider to provide general oversight role with Recipient owning the process. |
USA |
100
Service |
Description |
Countries | ||
U.S. DEFINED CONTRIBUTION DC PLAN (401K)
FAS 87 Expense Determination/Year-end Disclosures
• Provider provides general oversight role with Recipient owning process.
Budget/Projection/Actual Reporting
• Provider provides general oversight role with Recipient owning process.
Plan Accounting
• Recipient/FSS own all aspects of pension accounting, financial statements and disclosures for 2009. Provider/CFR shall support all aspects of pension accounting and disclosures for 2009 financial statements and shall provide knowledge transfer to support Recipient’s 2009 requirements. |
||||
Investment Management
• Investment management responsibilities outsourced to third party (leverage activities on DB side).
• Third party responsible for manager searches, performance updates, etc.
• Third party to coordinate weekly funding activities with record keeper (company/employee match).
• Plan accounting including 11 K filing to be completed by Recipient/Trustee/FSS.
• Third party to provide plan performance update to Recipient Fiduciary. |
||||
OTHER POST EMPLOYMENT BENEFITS
FAS 106/112 (OPEB – Other Post Employment Benefits)
• Recipient to appoint actuary, and Provider to facilitate actuarial activities with Recipient input.
• Recipient to coordinate data gathering activities related to annual expense valuations (census, premium rates, employee contributions, etc.) |
101
Service |
Description |
Countries | ||
INTERNATIONAL PENSION PLANS (5 DB; 13 DC)
• Recipient/FSS own FAS 106/112 expense determination, accounting, and reporting (including year end disclosures, with Provider providing general oversight role).
• Recipient owns budgeting/projection process, with Provider providing general oversight role.
• Recipient responsible for identifying and implementing SOX controls. |
Worldwide | |||
Domestic and International Pension |
MISCELLANEOUS
Investment Management
• Oversight of investment management arrangements to be outsourced to a global consultant.
• Consultant to establish policy objectives and guidelines as determined by Recipient Fiduciary.
• Global consultant to provide oversight of investment strategies, asset allocation mix, perform manager searches, etc. |
|||
Domestic and International Pension | • Global consultant to provide plan performance updates to Recipient Fiduciary.
• Provider to facilitate outsourcing to global consultant, and once established, minimal Provider involvement required. |
|||
Interaction with Actuaries
• Provider to facilitate actuarial activities with Recipient input. Actuaries to be appointed by Recipient. Recommend US-based global consultant be appointed.
Annual Valuation
• Provider to provide support for initial valuation work required at time of spin, and going forward Provider to provide general oversight role with Recipient owning the process.
FAS Expense Determination and Year-end Disclosures
• Provider provides general oversight role with Recipient owning process. |
102
Service |
Description |
Countries | ||
Budget/Projection/Actual Reporting
• Provider provides general oversight role and Recipient local finance directors own the process.
• Local finance directors’s to set FAS expense budgets (5 DB plans) taking input from actuaries as needed.
• Local Recipient finance directors take ownership of analysis of financial impact on any plan amendments.
• Expense and funding impact of proposed design changes should be quantified and evaluated for decision-making purposes. |
||||
Domestic and International Pension | Plan Accounting
• Recipient/FSS own all aspects of pension accounting. Financial Statements, disclosures, etc. |
|||
SOX Controls
• Recipient responsible for identifying and implementing SOX controls. |
103
International Treasury
Service |
Description |
Legal Entities | ||
International Treasury | ||||
The treasury Services that Provider will provide are as follows:
• In addition to this Agreement, a responsibility grid is in development to identify the matrix of International Treasury process ownership. |
||||
Outsourcing
• Provider may seek a third party to enter into an agreement to outsource International Treasury processes for both the European Treasury Centre (ETC) and Asia Pacific Treasury (APT) operations during 2009.
• Recipient will be included within the scope of any outsourcing agreement while Provider continues to maintain majority ownership and control.
• Any outsourcing agreement would be structured to allow for a full divestiture (or loss of majority control) of Recipient as follows:
In the event that Provider divests a part of its business which received the benefit of the outsourced Treasury Services prior to the divestiture, the third party will continue to provide the Treasury Services to such divested business, at Provider’s request, which shall not be withheld unreasonably, for the remainder of the term of the outsourcing agreement or 12 months, which ever is longer.
• The intent will be for any outsourcing service provider to act as an extension of the Provider’s Treasury team in the provision of Services to Recipient.
• A high level summary of treasury Services potentially covered within any outsourcing arrangement include:
• Access to daily bank balances
• Cash management
• Cash forecasting
• Cash and currency position determination |
All non-U.S. |
104
Service |
Description |
Legal Entities | ||
International Treasury | ||||
• Deal determination and execution
• Intercompany netting
• Transaction confirmation and settlement
• Exception reporting and query resolution
• Intercompany revolving and fixed loan activities
• Bank account reconciliations
• Production of accounting records in accordance with US GAAP |
||||
• Provider will maintain and control the relationship with and governance of any outsourcing service provider |
||||
Banking governance and BIS
• Provider’s and Recipient’s Treasury will maintain one A and one B signature on all accounts.
• Provide access to the Provider Bank Information System (BIS) for Recipient entities and accounts, for Recipient staff to submit data.
• Perform required system maintenance and administration.
• Add Recipient approvers to system for Recipient accounts. |
All non-U.S. | |||
• Provide Recipient approvers with admin level access for reporting purposes.
• Train Recipient Treasury staff. |
||||
Inter-company Netting
• Include Recipient entities in the Provider’s intercompany netting system where permitted by local market banking regulations.
• Provide Recipient staff with access to netting system.
• Provide Recipient staff with detailed netting calendar of events. |
All including U.S. | |||
Coordinate trades and communicate foreign exchange rates to enable settlement.
Train Recipient staff |
105
Service |
Description |
Legal Entities | ||
International Treasury | ||||
Third Party Funding
• Funding (defined as: third party debt, local market facilities, letters of guarantee, comfort letters, intercompany loans, capitalizations)
• Thresholds for third party debt amounts that can be borrowed will be governed by Provider and Recipient Board of Directors and subject to Delegation of Authority.
• Train Recipient’s Treasury on Provider’s procedures and systems.
• Provide Recipient’s Treasury with examples of credit risk calculation spreadsheets, loan checklists and documents, comfort letters and guarantees, funds flows, and capitalization memos. |
All non-U.S. | |||
• Add Recipient entities and Recipient’s Treasury access to Provider’s Loans & Investment system to track, by counterparty, outstanding 3rd party debt, outstanding contingent liabilities, and available facilities. |
||||
• Establish lines of credit from BMSIC for Euro markets as required.
• Provide ability to fund or sweep cash.
• Provide Recipient entities and staff access to e-Treasury |
EUR denominated markets, as required | |||
Foreign Exchange Spot Trading
• Execute foreign exchange spot trades to support 3rd party or inter-company payments including dividends or inter-company financing transactions via the Provider’s European Treasury Center on same terms as for Provider entities
• Train Recipient staff |
All including U.S. |
106
Service |
Description |
Legal Entities | ||
International Treasury | ||||
Repatriation planning and strategy; cash flow and portfolio forecasting
• Access to all Provider tools and Corporate Treasury reporting systems including Receipts & Disbursements, Loans & Investments, and future Hyperion balance sheet projection tools.
• Examples of Provider forecasting model and funds flows
• Train Recipient Treasury Staff |
All non-U.S. | |||
Europe cash pooling
• Full participation in Provider ETC/Citibank cash pool for MJN Nijmegen to be maintained.
• Cash pooling for other European markets only if required.
• Accounts are zero-balanced daily, with cash transferred to or from BMSIC.
• Cash balances with BMSIC are interest bearing at standard Provider inter-company rates
• BMSIC will provide MJN BV (Nijmegen) funding as required for the MJN European operations.
• Threshold for intercompany lending will be subject to Provider Board of Directors and Delegation of Authority.
• MJN BV (Nijmegen) to be covered by BMSIC pool cross guarantees. |
Recipient BV (Nijmegen only) | |||
Cash Management – General
• No active cash management beyond MJN BV (Nijmegen) by Provider’s Treasury.
• Where applicable to be covered by Schedule 1 to this Agreement. |
All non-U.S. | |||
Asia Interest Optimization
• Current agreement with Citibank for Asian markets to be extended to Recipient. |
Asia |
107
Capital Markets
Service |
Description |
Countries | ||
Capital Markets | The treasury Services that Provider will provide are as follows:
Domestic Cash Investment and Commercial Paper Issuance
• Provider to execute in accordance with cash investment policy and provide international oversight.
Hedging/Derivatives (foreign exchange, commodity, interest rate)
• Provider to execute based on Recipient’s policy and approval.
Counterparty Exposure
• Provider to manage overall risk.
FAS Effectiveness Testing
• Provider performs analysis and offer opinion; provided that Recipient remains accountable.
Recipient is responsible for:
• Meeting Provider requirements for interest and foreign exchange projections, budgeting and analysis.
• Debt covenant compliance.
• FAS effectiveness testing as supported by CFR.
• Capitalized interest.
• Debt analysis.
• Identifying cash needs and summarizing cash balances.
• Ad-hoc analysis as requested by Provider. |
All including US |
108
Risk Management
Service |
Description |
Countries | ||
Risk Management / Insurance | Post IPO
• Provide strategic direction and guidance
• Available to answer general insurance questions
• Follow-up with insurance brokers for timely issuance of insurance policies.
• Recipient will assume and handle future risk management activities such as: workers compensation and auto liability claims, product liability claims, underwriting data for subsequent renewals, coordination with EHS and insurer on loss prevention activities etc. |
All including US |
Cost:
Cost of Services shall be charged each month at a fixed amount of $217,000. Additionally, Recipient is responsible for all third party costs related to the Recipient’s activity, included but not limited to bank service and system fees, programming fees, treasury workstation fees, etc.
Term:
Until the date that is twelve (12) months after the Separation Date.
Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.
Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties.
109
Recipient: MJN
Provider: BMS
Point of Contact, Recipient: Xxxxx Xxxxxx
Point of Contact, Provider: Xxxxxx Xxxxxxxxxx
Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
110
SCHEDULE 8
HUMAN RESOURCES SERVICES PROVIDED BY BMS
Services Summary Description
Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.
Services
Service |
Description |
Countries |
Term | |||
Human Resources Administration (employment related issues) | • Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process, confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient payroll by Recipient’s third-party provider. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009.
• Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. |
Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Puerto Rico (6 months), Canada (until June 30, 2009) Singapore (IDR updates only) | 12 months (except as set forth in the description or the Countries column) |
111
Service |
Description |
Countries |
Term | |||
Internal HR Communications Support | Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of Recipient. | Argentina, Brazil, Colombia, Venezuela, Australia, India, Taiwan, Belgium, Denmark, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK | 12 months | |||
Staffing Support | • Provider will maintain responsibility for recruitment and selection of applicants, subject to Recipient’s direction, including accessing the applicant tracking system(s), screening/interviewing of candidates, conducting background checks (where possible), and managing the offer and acceptance process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of obtaining and verifying employment references from candidates and verifying candidates’ employment history (where possible). Provider will provide proof of employment for current and former employees (where possible) on behalf of Recipient.
• Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. |
Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada (Taleo) (until June 30, 2009), US and Puerto Rico (Background checks and CHS for 6 months). | 12 months (except as set forth in the Countries column) | |||
Medical Services Administration | Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient. | Argentina, Brazil, Colombia, Ecuador, Mexico City, Puerto Rico, Venezuela, Belgium, France, Ireland, Poland, Portugal, Russia, Spain, UK, India, US | 18 months |
112
Service |
Description |
Countries |
Term | |||
Employee Relations | • Provider will manage and handle, subject to Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the Recipient.
• Provider will assist in preparing and delivering communications to works councils, where applicable.
• Provider will provide assistance in the negotiations of the collective bargaining agreement in Delicias, Mexico for up to a 6 month period.
• Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. |
Argentina, Brazil, Venezuela, Mexico (Mexico City), Colombia, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Puerto Rico, Mexico (Delicias- 6 Months) | 12 months (except as set forth in the description or in the Countries column) | |||
Payroll Processing | Provider will provide all payroll-related activities on behalf of the Recipient. | Russia and India | December 31, 2009 (Russia), August 31, 2009 (India) | |||
HRIS System | • Provider will maintain access to and technical support for local HRIS systems and IDR on behalf of the Recipient.
• Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. |
Argentina, Brazil, Colombia, Mexico, Peru, Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada (until June 30, 0000), Xxxxxx Xxxxxx (until June 30, 2009) | No later than September 30, 2009 | |||
HRIS Data Maintenance | Provider will maintain Recipient employee data in local BMS HRIS System via manual key and in UK only maintain access to employee/manager self service. | Argentina, Brazil, Colombia, Mexico, Peru, Puerto Rico, Venezuela, Australia, India, Taiwan, Belgium, | 12 months |
113
Service |
Description |
Countries |
Term | |||
Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada and United States | ||||||
EAP Support | Provider will maintain access to Employee Assistance Programs on behalf of the Recipient. | Argentina, Brazil, Colombia, Venezuela, Australia, India, Ireland, UK | 18 months | |||
Disability Management/ Workers Compensation Management | Provider will provide disability case management and workers compensation administration services on behalf of the Recipient. | Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK | 18 months | |||
Temporary/Contract Workers | Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient. | Argentina, Brazil, Colombia, Mexico (Mexico City), Puerto Rico, Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK | 18 months |
Cost
Cost of Services shall be charged each month at a fixed amount as follows:
Local Market (Country) |
Foreign Currency Type |
TSA Costs (in USD) | |||
Argentina |
ARS | $ | 4,492 | ||
Brazil |
BRL | $ | 23,116 | ||
Canada |
CAD | $ | 3,950 | ||
Colombia |
COP | $ | 7,500 | ||
Mexico |
MXN | $ | 56,000 |
114
Local Market (Country) |
Foreign Currency Type |
TSA Costs (in USD) | |||
Venezuela | VEF | $ | 14,820 | ||
Australia | AUD | $ | 1,325 | ||
India |