Form of TRANSITION SERVICES AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and ADEMCO INC. Dated as of [ ], 2018Transition Services Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and ADEMCO INC., a Delaware corporation (“Homes Subsidiary”).
Form of SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of [ ], 2018Separation and Distribution Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractTax Matters Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
FORM OF TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and HII and SpinCo, collectively, the “Parties”).
Form of EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of [ ], 2018Employee Matters Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and together with Honeywell, the “Parties”).
FORM OF INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG NEW HAPI INC., AND HONEYWELL INTERNATIONAL INC. Dated as of [ ], 2018Indemnification and Reimbursement Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [ ], 2018, by and among (i) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), and (ii) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell” and, together with Indemnitor, the “Parties” and each, a “Party”).
FORM OF PATENT CROSS-LICENSE AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND RESIDEO TECHNOLOGIES, INC.Patent Cross-License Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This Patent Cross-License Agreement (this “Agreement”) is made and entered into as of [●] by and between Honeywell International Inc., a Delaware corporation (“Honeywell”), and Resideo Technologies, Inc., a Delaware corporation (“Homes” or “SpinCo”) and shall become effective as of the Distribution Date (as defined below). Honeywell and Homes are referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF TRADEMARK LICENSE AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND RESIDEO TECHNOLOGIES, INC.Trademark License Agreement • August 23rd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
AGREEMENT is made and entered into as of the _____ day of _________, 2018, between Honeywell International Inc., a corporation of the state of Delaware, U.S.A., having offices located at 115 Tabor Road, Morris Plains, NJ 07950 (“Licensor”) and Resideo Technologies, Inc., located at [ ] (“Resideo”), on behalf of itself and its wholly-owned Subsidiaries (as hereafter defined) that are listed on Attachment A (each of Resideo and such wholly-owned Subsidiaries, a “Licensee”) and shall become effective as of the Distribution Date (as hereafter defined).
