Transition Services Agreement (2004)Full Document 

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TRANSITION SERVICES AGREEMENT

 

This Transition Services Agreement (this “Agreement”), dated as of December 17, 2003, is by and between Sensus Metering Systems Inc., a Delaware corporation formerly known as IMS Meters Holdings, Inc. (“Purchaser”), Invensys plc, a public limited liability company organized and existing under the laws of England and Wales (“Invensys”), Invensys Inc., a corporation organized and existing under the laws of the State of Delaware (“Invensys Inc.”), Invensys International Holdings Limited, a private limited liability company organized and existing under the laws of England and Wales (“Invensys International”), BTR Industries Limited, a private limited liability company organized and existing under the laws of England and Wales (“BTR Industries”), Foxboro Iberica SA, a public unlisted limited liability company organized and existing under the laws of Spain (“Foxboro”), BTR France SAS, a private limited liability company organized and existing under the laws of France (“BTR France”), Invensys Holdings Limited, a private limited liability company organized and existing under the laws of England and Wales (“Invensys Holdings”), and Invensys SA (Pty) Ltd, a private limited liability company organized and existing under the laws of South Africa (“Invensys SA” and each of Invensys Inc., Invensys International, BTR Industries, Foxboro, BTR France and Invensys Holdings, a “Seller” and, collectively, “Sellers”). Invensys is a party to this Agreement solely to the extent needed to provide any Services set forth on Schedule I.

 

RECITALS

 

WHEREAS, Purchaser, Invensys and Sellers have entered into that certain Stock Purchase Agreement, dated as of October 21, 2003 (with all addenda thereto, the “Purchase Agreement”), pursuant to which Sellers have agreed to sell to Purchaser, and Purchaser has agreed to buy from Sellers, the Shares of capital stock of the Companies listed on Annex A of  the Purchase Agreement;

 

WHEREAS, Purchaser desires to obtain from Invensys, Sellers and their respective Affiliates, on the terms and conditions set forth herein, certain services in connection with its operation of the businesses of the Companies and the Subsidiaries for the time periods set forth herein, and Invensys, Sellers and their respective Affiliates are willing to provide to Purchaser, the Companies and the Subsidiaries, on the terms and conditions set forth herein, such services;

 

WHEREAS, Sellers and/or their Affiliates desire to obtain from Purchaser and its subsidiaries, on the terms and conditions set forth herein, certain services in connection with Sellers’ business for the time periods set forth herein, and Purchaser is willing to provide to Sellers and their Affiliates, on the terms and conditions set forth herein, such services;

 

WHEREAS, the Purchase Agreement had contemplated the need for a separate transition service agreement covering information technology matters, but Purchaser, Invensys and Sellers have subsequently elected to enter into one agreement covering all transition matters; and

 

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.

 



 

AGREEMENTS

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, Invensys, Sellers and Purchaser hereby agree as follows:

 

ARTICLE I.

DEFINITIONS

 

Section 1.1                                      Definitions. As used in this Agreement and the Schedules attached hereto the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described:

 

Agreement” has the meaning ascribed thereto in the preamble hereto, as such agreement may be amended and supplemented from time to time in accordance with its terms.

 

Confidential Information” shall mean non-public information about the disclosing party’s or any of its Affiliates’ businesses or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical and other information of the disclosing party or its Affiliates that is marked or designated “confidential” or “proprietary” or that by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential or proprietary. Confidential Information includes not only written or other tangible information, but also information transferred orally, visually, electronically or by any other means. Confidential Information shall not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and, to the receiving party’s knowledge, without breach of a nondisclosure obligation, or (iii) is independently developed by the receiving party. Purchaser’s Confidential Information includes, but is not limited to, the information within Purchaser’s and the Companies’ email system and computer networks, but excluding any such information to the extent that it falls within any of the exceptions (i), (ii) or (iii) specified above.

 

BTR France” has the meaning ascribed thereto in the preamble hereto.

 

BTR Industries” has the meaning ascribed thereto in the preamble hereto.

 

Event of Force Majeure” has the meaning ascribed thereto in Section 2.5.

 

Foxboro” has the meaning ascribed thereto in the preamble hereto.

 

Invensys” has the meaning ascribed thereto in the preamble hereto.

 

Invensys Holdings” has the meaning ascribed thereto in the preamble hereto.

 

Invensys Inc.” has the meaning ascribed thereto in the preamble hereto.

 

Invensys International” has the meaning ascribed thereto in the preamble hereto.

 

Invensys SA” has the meaning ascribed thereto in the preamble hereto.

 

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Losses” has the meaning ascribed thereto in Section 4.1.

 

Outsourced Service” has the meaning ascribed thereto in Section 2.3.

 

Provider” means any Invensys, Seller, Purchaser or any of their respective Affiliates, as the case may be, which is providing Services pursuant

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