0000950152-02-005543 Sample Contracts

EMPLOYEE MATTERS AGREEMENT Between TRW INC. And TRW AUTOMOTIVE INC. Dated as of _______, 2002
Employee Matters Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio

Employee Matters Agreement (this “Agreement”) dated as of , 2002, by and between TRW INC., an Ohio corporation (“TRW”) and TRW AUTOMOTIVE INC., a Delaware corporation and, as of the date hereof, a wholly-owned subsidiary of TRW (“TRW Automotive”).

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INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is dated as of , 2002, and is between TRW INC. (“Licensor”), an Ohio corporation, and TRW AUTOMOTIVE INC. (“Licensee”), a corporation organized under the laws of Delaware and a wholly-owned subsidiary of Licensor. Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.” All terms used but not defined herein, shall have the meaning set forth in the Distribution Agreement (as defined below).

INSURANCE ALLOCATION AGREEMENT between TRW INC. and TRW AUTOMOTIVE INC. Dated as of _____, 2002
Insurance Allocation Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio

This INSURANCE ALLOCATION AGREEMENT (this “Agreement”) is dated as of , 2002, and is between TRW AUTOMOTIVE INC. (“TRW Automotive”), a corporation organized under the laws of Delaware and a wholly-owned subsidiary of TRW INC., and TRW INC. (“TRW”), a corporation organized under the laws of Ohio.

MASTER DISTRIBUTION AGREEMENT between TRW INC. and TRW AUTOMOTIVE INC. Dated as of ______, 2002
Master Distribution Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio

MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2002, by and between TRW INC., an Ohio corporation (“TRW”), and TRW AUTOMOTIVE INC., a Delaware corporation and a wholly owned subsidiary of TRW (“TRW Automotive”).

TRANSITION SERVICES AGREEMENT between TRW INC. and TRW AUTOMOTIVE INC. Dated as of ______, 2002
Transition Services Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is dated as of [ ], 2002, and is by and between TRW Inc., an Ohio corporation (“TRW”) and TRW Automotive Inc., a Delaware Corporation (“Spinco”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is dated as of , 2002 (the “Effective Date”) between TRW INC., an Ohio corporation (“Licensor”), and TRW AUTOMOTIVE INC., a corporation organized under the laws of Delaware and a wholly-owned subsidiary of Licensor (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.”

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