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Title: |
Transition Services Agreement |
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Entities: |
Hudson Highland Group, Inc.; TMP Worldwide Inc. |
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Date: |
2003 |
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Size: |
Preview shows 26KB of 86KB total |
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Price: |
$29 |
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ID: |
#191406 |
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TRANSITION SERVICES AGREEMENT
by and between
TMP WORLDWIDE INC.
and
HUDSON HIGHLAND GROUP, INC.
Dated as of March , 2003
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Page
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| ARTICLE 1 DEFINITIONS |
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1.01 |
Definitions |
1 | ||
ARTICLE 2 PURCHASE AND SALE OF SERVICES |
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2.01 |
Purchase and Sale of Services |
2 | ||
2.02 |
Additional Services |
2 | ||
ARTICLE 3 SERVICE COSTS; OTHER CHARGES |
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3.01 |
Service Costs Generally |
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3.02 |
Agreed Billing |
3 | ||
3.03 |
Pass-Through Billing |
3 | ||
3.04 |
Invoicing and Settlement of Costs |
3 | ||
ARTICLE 4 THE SERVICES |
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4.01 |
General Standard of Service |
4 | ||
4.02 |
Limitation of Liability |
4 | ||
4.03 |
Indemnification of TMP by HHGI |
5 | ||
4.04 |
Indemnification of HHGI by TMP |
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4.05 |
Notice of Certain Matters |
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ARTICLE 5 TERM AND TERMINATION |
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5.01 |
Term |
6 | ||
5.02 |
Termination |
7 | ||
5.03 |
Effect of Termination |
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ARTICLE 6 MISCELLANEOUS |
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6.01 |
Confidential Information |
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6.02 |
Prior Agreements |
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6.03 |
Future Litigation and Other Proceedings |
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6.04 |
No Agency |
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6.05 |
Subcontractors |
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6.06 |
Force Majeure |
8 | ||
6.07 |
Information |
8 |
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|---|---|---|---|---|
6.08 |
Notices |
9 | ||
6.09 |
Severability |
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6.10 |
Amendments; No Waivers |
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6.11 |
Successors and Assigns |
10 | ||
6.12 |
Governing Law |
10 | ||
6.13 |
Counterparts; Effectiveness |
10 | ||
6.14 |
Entire Agreement |
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6.15 |
Jurisdiction |
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6.16 |
Captions |
10 |
ii
This Transition Services Agreement (this "Agreement") is entered into as of March , 2003 by and between TMP Worldwide Inc., a Delaware corporation ("TMP"), and Hudson Highland Group, Inc., a Delaware corporation ("HHGI").
W I T N E S S E T H:
WHEREAS, TMP owned 100% of the outstanding common stock of HHGI prior to the consummation of the Distribution (as defined below);
WHEREAS, TMP will no longer own any of the outstanding common stock of HHGI after the consummation of the Distribution; and
WHEREAS, TMP has heretofore directly or indirectly provided certain administrative, legal, tax and other services to the HHGI Entities (as defined below) and HHGI has heretofore directly or indirectly provided certain administrative and other services to the TMP Entities (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TMP and HHGI, for themselves, their successors and assigns, hereby agree as follows:
1.01 Definitions. The following terms, as used herein, have the following meanings:
"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
"Common Stock" means the common stock, par value $.001 per share, of HHGI.
"Confidential Information" has the meaning assigned thereto in the Distribution Agreement.
"Distribution" has the meaning assigned thereto in the Distribution Agreement.
"Distribution Agreement" means the Distribution Agreement, dated as of the date hereof, between TMP and HHGI.
"Distribution Date" has the meaning assigned thereto in the Distribution Agreement.
"HHGI Entities" means HHGI and its Subsidiaries, and "HHGI Entity" shall mean any of the HHGI Entities.
"HHGI Services" means the various services described in the Schedules to be provided by HHGI Entities to TMP Entities or to be procured by HHGI Entities on behalf of TMP Entities.
"Person" means any individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a governmental or political subdivision or any agency or instrumentality thereof.
"Schedules" means the Schedules attached hereto.
"Service" means any HHGI Service or TMP Service, as the context may require, and "Services" means the HHGI Services or the TMP Services, as the context may require.
"Subsidiary" means, with respect to any Person, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.
1
"TMP Entities" means TMP and its Subsidiaries, and "TMP Entity" shall mean any of the TMP Entities.
"TMP Services" means the various services described in the Schedules to be provided by TMP Entities to HHGI Entities or to be procured by TMP Entities on behalf of HHGI Entities.
ARTICLE 2
PURCHASE AND SALE OF SERVICES
2.01 Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below:
(i) TMP agrees to provide to HHGI, or procure the provision to HHGI of, and HHGI agrees to purchase from TMP, the TMP Services; and
(ii) HHGI agrees to provide to TMP, or procure the provision to TMP of, and TMP agrees to purchase from HHGI, the HHGI Services.
(b) Unless otherwise specifically agreed by TMP and HHGI, the TMP Services to be provided or procured by TMP hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, HHGI prior to the Distribution Date, and the HHGI Services to be provided or procured by HHGI hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, TMP prior to the Distribution Date.
(c) It is understood that:
(i) TMP Services to be provided to HHGI under this Agreement shall, at HHGI's request, be provided to Subsidiaries of HHGI, and TMP may satisfy its obligation to provide or procure TMP Services hereunder by causing one or more of its Subsidiaries to provide or procure such TMP Services;
(ii) HHGI Services to be provided to TMP under this Agreement shall, at TMP's request, be provided to Subsidiaries of TMP, and HHGI may satisfy its obligation to provide or procure HHGI Services hereunder by causing one or more of its Subsidiaries to provide or procure such HHGI Services;
(iii) with respect to TMP Services provided to, or procured on behalf of, any Subsidiary of HHGI, HHGI agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such TMP Services pursuant to this Agreement; and
(iv) with respect to HHGI Services provided to, or procured on behalf of, any Subsidiary of TMP, TMP agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such HHGI Services pursuant to this Agreement.
2.02 Additional Services. To the extent that TMP and HHGI may mutually agree:
(a) in addition to the TMP Services to be provided or procured by TMP in accordance with Section 2.01, if requested by HHGI, TMP shall provide additional services (including services not provided by TMP to the HHGI Entities prior to the Distribution Date) to HHGI; and
(b) in addition to the HHGI Services to be provided or procured by HHGI in accordance with Section 2.01, if requested by TMP, HHGI shall provide additional services (including services not provided by HHGI to the TMP Entities prior to the Distribution Date) to TMP.
The scope of any such additional services, as well as the term, costs, and other terms and conditions applicable to such services, shall be as mutually agreed by TMP and HHGI, and shall be
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