TRANSITION SERVICES AGREEMENT BETWEEN CONAGRA FOODS, INC. AND LAMB WESTON HOLDINGS, INC. Dated November 8, 2016 TRANSITION SERVICES AGREEMENT

EX-10.3 9 d273163dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

BETWEEN

CONAGRA FOODS, INC.

AND

LAMB WESTON HOLDINGS, INC.

Dated November 8, 2016


TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT dated November 8, 2016 (this “Agreement”), is between ConAgra Foods, Inc., a Delaware corporation (“ConAgra”), and Lamb Weston Holdings, Inc., a Delaware corporation (“Lamb Weston”). ConAgra and Lamb Weston are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

RECITALS

A. Lamb Weston and ConAgra are Parties to that certain Separation and Distribution Agreement dated as of even date herewith (the “Separation Agreement”).

B. Pursuant to the Separation Agreement, the Parties agreed to separate ConAgra into two companies (1) Lamb Weston which will own and conduct, directly and indirectly, the LW Business; and (2) ConAgra, which will continue to own and conduct, directly and indirectly, the Retained Business (the “Separation”).

C. In connection with the transactions contemplated by the Separation Agreement and in order to ensure a smooth transition following the Separation, each Party desires that the other Party provide, or cause its Affiliates or contractors to provide, certain transition services.

D. It is the intent of the Parties that the Services be provided at cost, and therefore, the Fees set forth on Annex B were calculated to reflect costs.

In consideration of the forgoing and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement:

Additional Service” has the meaning set forth in Section 2.2.

Agreement” has the meaning set forth in the Preamble.

Authorized Representative” means, for each Party, any of the individuals listed on Annex A under the name of such Party.

Availed Party” has the meaning set forth in Section 5.2(a).

ConAgra” has the meaning set forth in the Preamble.


Eligible Services” has the meaning set forth in Section 6.2(a).

Extendable Service” has the meaning set forth in Section 6.1(b).

Fees” means the fees for a particular Service as set forth on Annex B.

Force Majeure Events” has the meaning set forth in Section 3.5(b).

Invoice” has the meaning set forth in Section 4.3(a).

Lamb Weston” has the meaning set forth in the Preamble.

Objection Notice” has the meaning set forth in Section 4.4.

Partial Termination” has the meaning set forth in the Section 6.2(a).

Party” has the meaning set forth in the Preamble.

Payment Due Date” has the meaning set forth in Section 4.3(b).

Safety and Security Policies” has the meaning set forth in Section 5.2(a).

Separation” has the meaning set forth in the Recitals.

Separation Agreement” has the meaning set forth in the Recitals.

Service Provider” means ConAgra or any of its Subsidiaries providing a Service hereunder.

Service Recipient” means Lamb Weston or any of its Subsidiaries receiving a Service hereunder.

Service Recipient Data” means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Provider’s computer systems or software) in relation to the provision of the Services.

Service Term” means the term for a particular Service as set forth on Annex B.

Services” means the Services generally described on Annex B and any other Service provided by ConAgra or any of its Subsidiaries pursuant to this Agreement.

Systems” has the meaning set forth in Section 5.2(a).

Term” has the meaning set forth in Section 6.1(a).

 

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ARTICLE II

PERFORMANCE AND SERVICES

Section 2.1 General.

(a) During the Term, and subject to the terms and conditions of this Agreement, ConAgra will provide, or cause to be provided, the Services to Lamb Weston and its Subsidiaries. The applicable Fee for each Service will be the specified Fee for such Service set forth on Annex B, and the applicable Service Term for each Service will be the specified Service Term for such Service set forth on Annex B. Notwithstanding anything to the contrary contained herein or on any Annex, ConAgra will have no obligation under this Agreement to: (i) operate the LW Business or any portion thereof (it being acknowledged and agreed by ConAgra and Lamb Weston that providing the Services will not be deemed to be operating the LW Business or any portion thereof); (ii) advance funds or extend credit to Lamb Weston; (iii) hire new employees for the purpose of providing the Services; (iv) provide Services to any Person other than members of the LW Group; or (v) implement systems, processes, technologies, plans or initiatives developed, acquired or utilized by ConAgra whether before or after the Distribution Date.

(b) Notwithstanding anything to the contrary in this Agreement, neither ConAgra nor Lamb Weston (nor any of their respective Subsidiaries) will be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, sublicense, authorization, certification or permit.

Section 2.2 Additional Services. If Lamb Weston reasonably determines that additional transition services (not listed on Annex B) of the type previously provided by the ConAgra Group to the LW Business are necessary to conduct the LW Business, and Lamb Weston or its Subsidiaries are not able to provide such services to the LW Business or such services are not commercially available from third party providers, then Lamb Weston may provide written notice thereof to ConAgra. Upon receipt of such notice by ConAgra, if ConAgra is willing, in its sole discretion, to provide such additional service during the Term, the Parties will negotiate in good faith an amendment to Annex B setting forth the additional service (each such service an “Additional Service”), the terms and conditions for the provision of such Additional Service and the Fees payable by Lamb Weston for such Additional Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs.

Section 2.3 Service Requests. Any requests by a Party to the other Party regarding the Services or any modification or alteration to the provision of the Services must be made by an Authorized Representative (it being understood that the receiving Party will not be obligated to agree to any modification or alteration requested thereby). Notwithstanding anything to the contrary hereunder, each Party may avail itself of the remedies set forth in Section 6.3 without fulfilling the notice requirements of this Section 2.3.

 

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Section 2.4 Access. Subject to Section 5.2, Lamb Weston, at the reasonable request of ConAgra, will make available on a timely basis to ConAgra all information reasonably requested by ConAgra to enable it to provide the Services. Lamb Weston will give ConAgra and its Affiliates, employees, agents and representatives, as reasonably requested by ConAgra, reasonable access, during regular business hours and at such other times as are reasonably required, to the premises of the LW Business for the purposes of providing the Services.

ARTICLE III

SERVICE QUALITY; INDEPENDENT CONTRACTOR

Section 3.1 Service Quality.

(a) The Service Provider will perform the Services in a manner and quality that is substantially consistent with the Party’s past practice (including as to quantity) in performing the Services for the LW Business, and in any event in compliance with any terms or service levels set forth on the applicable Annex. The Service Recipient will use the Services in substantially the same manner and on substantially the same scale as they were used by such Party and its Affiliates in the past practice of the LW Business, prior to the Distribution Date.

(b) Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement have been, and will continue to be provided (in accordance with this Agreement and the Annexes hereto) to the LW Business by third parties designated by the Service Provider. To the extent so provided, the Party responsible for providing such Services will use Commercially Reasonable Efforts to (i) cause such third parties to provide such Services under this Agreement and/or (ii) enable the Party seeking the benefit of such Services and its Subsidiaries to avail itself of such Services; provided, however, that if any such third party is unable or unwilling to provide any such Services, the Parties agree to use their Commercially Reasonable Efforts to determine the manner, if any, in which such Services can best be provided (it being acknowledged and agreed that any costs or expenses to be incurred in connection with obtaining a third party to provide any such Services will be paid by the Party to which such Services are provided; provided that the Service Provider will use Commercially Reasonable Efforts to communicate the costs or expenses expected to be incurred in advance of incurring such costs or expenses).

Section 3.2 Independent Contractor; Assets.

(a) The Service Provider is an independent contractor. All employees and representatives of the Service Provider and any of its Subsidiaries involved in providing Services will be under the exclusive direction, control and supervision of the Service Provider or its Subsidiaries (or their subcontractors) providing such Services, and not of the Service Recipient. The Service Provider or its Subsidiaries (or their subcontractors) providing the Services will be solely responsible for compensation of its employees, and for all withholding, employment or payroll taxes, unemployment insurance, workers’ compensation, and any other insurance and fringe benefits with respect to such

 

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employees. The Service Provider or its Subsidiaries (or their subcontractors) providing the Services will have the exclusive right to hire and fire any of its employees in accordance with applicable Law. The Service Recipient will have no right to direct and control any of the employees or representatives of the Party or its Subsidiaries (or their subcontractors) providing such Services.

(b) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Party, any of its Subsidiaries or any third party service provider in connection with the provision of the Services hereunder will remain the property of such Party, its Subsidiaries or such service providers and, except as otherwise provided herein, will at all times be under the sole direction and control of such Party, its Subsidiaries or such third party service provider. No license under any patents, know-how, trade secrets, copyrights or other rights is granted by this Agreement or any disclosure in connection with this Agreement by either Party.

Section 3.3 Uses of Services. The Service Provider will be required to provide the Services only to the Service Recipient and the Service Recipient’s Subsidiaries in connection with the Service Recipient’s operation of the Business. The Service Recipient may not resell any Services to any Person whatsoever or permit the use of such Services by any Person other than in connection with the operation of the Business in the ordinary course of business.

Section 3.4 Transition of Responsibilities. Lamb Weston agrees to use Commercially Reasonable Efforts to reduce or eliminate its and its Subsidiaries’ dependence on each Service as soon as is reasonably practicable. Each Party agrees to cooperate with the other Party to facilitate the smooth transition of the Services being provided to the Service Recipient by the Service Provider.

Section 3.5 Disclaimer of Warranties: Force Majeure.

(a) Except as expressly set forth in this Agreement: (i) Lamb Weston acknowledges and agrees (on behalf of itself and any other Service Recipient) that ConAgra makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) ConAgra hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER.

(b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for

 

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Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a third party to satisfy its contractual obligations, or any other similar cause (“Force Majeure Events”); provided, however, that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such Party will use Commercially Reasonable Efforts to resume promptly its performance hereunder.

ARTICLE IV

FEES; PAYMENT

Section 4.1 Fees. The Service Recipient will pay the Service Provider the Fees for the Services provided by such Service Provider under this Agreement. The Fees for the Services are set forth on Annex B.

Section 4.2 Taxes. To the extent required or permitted by applicable Law, there will be added to any Fees due under this Agreement, and Lamb Weston agrees to pay to the Service Provider, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Services provided under this Agreement, or their use, including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Service Provider hereunder. In the event taxes are not added to an invoice from the Service Provider hereunder, the Service Recipient is responsible to remit to the appropriate tax jurisdiction any additional amounts due including taxes, interest and penalties. The Parties will cooperate with each other to minimize any of these taxes to the extent reasonable. If additional amounts are determined to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, Lamb Weston agrees to reimburse the Service Provider for the additional amounts due including taxes, interest and penalties. Lamb Weston will have the right to contest the assessment with the tax jurisdiction at its own expense. The Service Provider hereunder will be responsible for penalties or interest solely attributable to its failure to remit invoiced taxes. The Parties further agree that, notwithstanding the foregoing, neither Party will be required to pay any franchise taxes, taxes based on the income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services. Notwithstanding anything else in this Agreement to the contrary, the obligations of this Section 4.2 will remain in effect until the expiration of the relevant statutes of limitation.

Section 4.3 Invoices and Payment.

(a) Unless otherwise specified in Annex B, within 10 days following the end of each fiscal month of Service Provider, the Service Provider will submit to the Service

 

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Recipient for payment a written statement of amounts due under this Agreement for such month (an “Invoice”). The Invoice will set forth the Fees and any third party costs or charges that are required to be reimbursed by Service Recipient in connection with the provision of any Services, in the aggregate and itemized, based on the descriptions set forth on Annex B. Each statement will specify the nature of any amounts due for any Fees as set forth on Annex B and will contain reasonably satisfactory documentation in support of such amounts as specified therein and such other supporting detail as the Service Recipient may reasonably require to validate such amounts due.

(b) Unless otherwise specified in Annex B, Lamb Weston will pay all amounts due pursuant to an Invoice no later than 14 days after the date of the Invoice (the “Payment Due Date”). All timely payments under this Agreement will be made without early payment discount.

(c) Subject to Section 4.4, if Lamb Weston fails to pay the full amount of any invoice by the Payment Due Date, such failure will be considered a material default under this Agreement. The remedies provided to each Party by this Section 4.3(c) and by Section 6.3 will be cumulative with respect to any other applicable provisions of this Agreement. Payments made after the Payment Due Date will bear interest at the rates set forth in Annex B for the applicable Services.

Section 4.4 Payment Disputes. The Service Recipient may object to any amounts for any Service invoiced to it at any time before, at the time of, or after payment is made, provided such objection is made in writing (“Objection Notice”) to the Service Provider prior to the Payment Due Date. Any dispute under this Section 4.4 will be resolved in accordance with the provisions of Section 7.8 and Article V of the Separation Agreement. The Service Recipient will pay interest, which will begin to accrue beginning on the date that is 60 days following receipt of the Service Recipient’s Objection Notice, at an annual rate equal to the Prime Rate plus 2.0% (compounded monthly) on any amounts it is required to pay to the Service Provider upon resolution of the dispute if the dispute is resolved in the Service Provider’s favor.

ARTICLE V

CONFIDENTIALITY

Section 5.1 Confidentiality. Each Party agrees that the specific terms and conditions of this Agreement and any information, Service Recipient Data and Materials conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 3.04 of the Separation Agreement.

Section 5.2 Security.

(a) If either Party (including its Affiliates and their employees, authorized agents and subcontractors) is given access to the other Party’s computer systems or software (collectively, “Systems”), premises, equipment, facilities or data in connection with the Transition Services, the Party given access (the “Availed Party”) will comply

 

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with (and will cause its Affiliates, and their employees, authorized agents and subcontractors to comply with) all of the other Party’s policies and procedures in relation to the use and access of the other Party’s Systems, premises, equipment, facilities or data (collectively, “Safety and Security Policies”), and will not tamper with, compromise or circumvent any safety, security or audit measures employed by such other Party. The Availed Party will access and use only those Systems, premises, equipment, facilities and data of the other Party for which it has been granted the right to access and use.

(b) Each Party will use Commercially Reasonable Efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems, premises, equipment, facilities and data of the other Party gain such access, and use Commercially Reasonable Efforts to prevent unauthorized access, use, destruction, alteration or loss of such Systems, premises, equipment, facilities or data (including, in each case, any information contained therein), including notifying its personnel of the restrictions set forth in this Agreement and of the Safety and Security Policies.

(c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Safety and Security Policies, that any unauthorized Availed Party personnel has accessed the Systems, premises, equipment, facilities or data, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of, or damage to, premises, facilities, equipment, data, information or software of the other Party, the Availed Party will promptly terminate any such person’s access to the Systems, premises, equipment, facilities or data and promptly notify the other Party. In addition, such other Party will have the right to deny personnel of the Availed Party access to its Systems, premises, equipment, facilities or data upon notice to the Availed Party in the event that the other Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 5.2(c) or otherwise pose a security concern. The Availed Party will use Commercially Reasonable Efforts to cooperate with the other Party in investigating any apparent unauthorized access to such other Party’s Systems, premises, equipment, facilities or data.

(d) If any Systems, premises, equipment or facilities of a Party are damaged (ordinary wear and tear excepted) due to the conduct of the Availed Party or any of its Affiliates, or their employees, authorized agents or subcontractors, the Availed Party will be liable to the other Party for all costs associated with such damage, to the extent such costs exceed any available insurance proceeds.

ARTICLE VI

TERMINATION

Section 6.1 Term.

(a) The term of this Agreement (the “Term”) will commence on the Distribution Date and end on the earliest to occur of (i) the date on which the provision of all Services have terminated pursuant to Annex B (inclusive of any term extension agreed to by the Parties for any Extendable Service pursuant to Section 6.1(b)), (ii) the date on which the provision of all Services has been terminated by the Parties pursuant to Section 6.2, (iii) the date this Agreement is terminated pursuant to Section 6.3 and (iv) the date that is 18 months after the Distribution Date.

 

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(b) Annex B identifies those Services that are eligible for an extension of their respective Service Term as provided in this Section 6.1(b) (each such Service, an “Extendable Service”). To the extent reasonably necessary to (i) continue the transition of any Extendable Service from ConAgra or its Affiliates to Lamb Weston, its Affiliates or other providers and (ii) the continued operation of Lamb Weston’s business in connection therewith, in each case, as reasonably agreed by Lamb Weston and ConAgra, Lamb Weston may elect, by delivering written notice to ConAgra no later than 45 days prior to the end of the then in effect term for such Extendable Service, to extend any such Extendable Service (and, as necessary, the term of this Agreement with respect to such Service) by a period of up to six months (or such shorter extension period as provided in Annex B for such Extendable Service); provided, however, that Lamb Weston may only extend each such Extendable Service one time; provided further, however, that any extension of the Service Term for such Extendable Service is subject to receiving any necessary consents from third party vendors to such extension. To the extent the Service Term of any Extendable Service is extended hereunder, Service Recipient will be responsible for any incremental costs related to enabling such extension.

Section 6.2 Partial Termination.

(a) Annex B identifies those Services that are eligible for termination prior to the expiration of the Service Term (“Eligible Services”). The Service Recipient may, upon providing to the Service Provider the notice specified in Annex B and satisfying any such other requirements specified in Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination.

(b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any third party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any third party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

 

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Section 6.3 Termination of Entire Agreement. Subject to the provisions of Section 6.5, a Party will have the right to terminate this Agreement or effect a Partial Termination effective upon delivery of written notice to the other Party if the other Party:

(a) makes an assignment for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage (with respect to its own property and business) of any state, federal or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 30 days; or

(b) materially defaults in the performance of any of its covenants or obligations contained in this Agreement (or, in the case of a Partial Termination, with respect to the Services being terminated) and such default is not remedied to the non-defaulting Party’s reasonable satisfaction within 45 days after receipt of written notice by the defaulting Party informing such Party of such default, or if such default is not capable of being cured within 45 days, if the defaulting Party has not promptly begun to cure the default within such 45-day period and thereafter proceeded with all diligence to cure the same.

Section 6.4 Procedures on Termination. Following any termination of this Agreement or Partial Termination, each Party will cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Subsidiaries’ businesses. Termination will not affect any right to payment for Services provided prior to termination.

Section 6.5 Effect of Termination. Section 4.1 and Section 4.2 (in each case, with respect to Fees and Taxes attributable to periods prior to termination), Section 3.2, Section 4.3, Section 4.4, Section 6.4, this Section 6.5ARTICLE I, ARTICLE VARTICLE VII and ARTICLE VIII will survive any termination of this Agreement. In the event of a Partial Termination, this Agreement will remain in full force and effect with respect to the Services which have not been terminated by the Parties as provided herein. For the avoidance of doubt, the termination of this Agreement with respect to some, but not all, Services identified on Annex B, will not be a termination of this Agreement.

ARTICLE VII

INDEMNIFICATION AND DISPUTE RESOLUTION

Section 7.1 Limitation of Liability.

(a) No Party nor any of such Party’s Affiliates will be liable, whether in contract, tort (including negligence and strict liability) or otherwise, for any special, indirect, punitive, incidental or consequential damages whatsoever that in any way arise out of, relate to, or are a consequence of, its performance or nonperformance

 

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hereunder, or the provision of or failure to provide any Service hereunder, including loss of profits, diminution in value, business interruptions and claims of customers, whether or not such damages are foreseeable or any Party has been advised of the possibility or likelihood of such damages.

(b) Except for Damages arising out of or related to the gross negligence, willful misconduct or bad faith of the Service Provider, in no event will the Service Provider’s aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the Fees paid or payable to the Service Provider from the Service Recipient pursuant to this Agreement in respect of the Service from which such Damages flows.

(c) Each Party will use Commercially Reasonable Efforts to mitigate the Damages for which the other is responsible hereunder.

Section 7.2 Indemnification by Lamb Weston. Lamb Weston will indemnify, defend and hold harmless each of the ConAgra Indemnified Parties for any Damages attributable to any third party claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Lamb Weston or (ii) the provision of the Services by ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors, except to the extent that such third party claims for Damages are finally determined by a court of competent jurisdiction to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors in providing the Services.

Section 7.3 Indemnification by ConAgra. ConAgra will indemnify, defend and hold harmless each of the LW Indemnified Parties for any Damages attributable to any third party claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by ConAgra or (ii) any gross negligence, willful misconduct or bad faith by ConAgra, the other members of the ConAgra Group, or its or their employees, suppliers or contractors, in the provision of the Services by ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors pursuant to this Agreement.

Section 7.4 Exclusive Remedy. Except for equitable relief and rights pursuant to Section 4.2, Section 4.3(b) or ARTICLE V, the indemnification provisions of this ARTICLE VII will be the exclusive remedy for breach of this Agreement.

Section 7.5 Risk Allocation. Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.5(a) and the limitations on liability in Section 7.1. Modifying the allocation of risk from what is stated here would affect the Fees that are charged for the Services, and in consideration of those Fees, each Party agrees to the stated allocation of risk.

 

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Section 7.6 Indemnification Procedures. All claims for indemnification pursuant to Section 5.2(d) or this ARTICLE VII will be made in accordance with the provisions set forth in Article IV of the Separation Agreement. Notwithstanding anything to the contrary hereunder, neither Party may assert against the other Party or submit to arbitration or legal proceedings any cause of action, dispute or claim for indemnification which accrued more than two years after the later of (a) the occurrence of the act or event giving rise to the underlying cause of action, dispute or claim and (b) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the cause of action, dispute or claim.

Section 7.7 Express Negligence. THE INDEMNITY, RELEASES AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING ARTICLE II AND THIS ARTICLE VII) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

Section 7.8 Dispute Resolution. Except for claims arising under ARTICLE V, any Dispute arising out of or relating to this Agreement will be resolved as provided in Article V of the Separation Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Amendments and Waivers.

(a) This Agreement may be amended and any provision of this Agreement may be waived; provided, however, that any such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

(b) No delay or failure in exercising any right, power or remedy hereunder will affect or operate as a waiver thereof; nor will any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any Party would otherwise have.

Section 8.2 Notices. All notices, requests, permissions, waivers and other communications hereunder will be in writing and will be deemed to have been duly given (a) upon transmission, if sent by email with confirmation of receipt, (b) when delivered, if delivered personally to the intended recipient, and (c) one Business Day following sending by overnight delivery via an international courier service and, in each case, addressed to a Party at the following address for such Party:

If to ConAgra:

ConAgra Foods, Inc.

222 W. Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

Attention: Colleen Batcheler

Email: ***@***

 

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if to Lamb Weston:

Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Attention: Eryk Spytek

Email: ***@***

or to such other address(es) as may be furnished in writing by any such Party to the other Party in accordance with the provisions of this Section 8.2.

Section 8.3 Entire Agreement. This Agreement, including the Annexes hereto and the sections of the Separation Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

Section 8.4 No Third-Party Beneficiaries. Except to the extent otherwise provided in ARTICLE VII, this Agreement is solely for the benefit of the Parties and does not confer on third parties any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

Section 8.5 Governing Law. The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Delaware, without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply.

Section 8.6 Assignment. No Party may assign its rights or delegate its duties under this Agreement without the written consent of the other Party, except that a Party may assign its rights or delegate its duties under this Agreement to a member of its Group, provided that (a) such Person agrees in writing to be bound by the terms and conditions contained in this Agreement and (b) such assignment or delegation will not relieve any Party of its indemnification obligations or other obligations under this Agreement. Any attempted assignment or delegation in contravention of the foregoing will be void.

Section 8.7 Severability. The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions

 

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hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable Law.

Section 8.8 Counterparts. This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party will re-execute original forms thereof and deliver them to the requesting Party.

Section 8.9 Rules of Construction. The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Whenever required by the context, any pronoun used in this Agreement or Annexes will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. References in this Agreement to any document, instrument or agreement (including this Agreement) includes and incorporates all exhibits, disclosure letters, schedules and other attachments thereto. Unless the context otherwise requires, any references to an “Annex,” “Section” or “Article” will be to an Annex, Section or Article to or of this Agreement. The use of the words “include” or “including” in this Agreement or the Schedules will be deemed to be followed by the words “without limitation.” The use of the word “covenant” will mean “covenant and agreement.” The use of the words “or,” “either” or “any” will not be exclusive. Days mean calendar days unless specified as Business Days. References to statutes will include all regulations promulgated thereunder, and references to statutes or regulations will be construed to include all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation as of the date hereof. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement or any other Transaction Document or any Ancillary Agreement, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the Parties hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

 

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Section 8.10 Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages, this being in addition to any other remedy to which any Party is entitled at Law or in equity. Each Party further agrees that no other Party or any other Person will be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.10, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and will not contest the appropriateness of specific performance as a remedy.

[Signatures on Following Page]

 

-15-


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

 

CONAGRA FOODS, INC.
By:   /s/ Colleen R. Batcheler
Name:   Colleen R. Batcheler
Title:   Executive Vice President, General Counsel and Corporate Secretary
LAMB WESTON HOLDINGS, INC.
By:   /s/ Thomas P. Werner
Name:   Thomas P. Werner
Title:   President and Chief Executive Officer


Annex A

AUTHORIZED REPRESENTATIVES

[See Attached.]


TSA-Annex A

 

 

Authorized Representatives
Function
ConAgra
Lamb Weston
TSA Lead
Jim Blakemore
John MacArthur
IT
Michelle Miller / Amit Khot
Bill Cox
HR (HRES/Payroll)
Aubrey Froelich
Linda Baird
Finance & Accounting
Brad Costanzo
Brandon Koehler
Mexico Finance
Tanya Amador
Brandon Koehler
Operations
Tom Culross
Tony Campbell
Supply Chain/Procurement
Bob Hill
Sue Duffy
Marketing
Cynthia Arnold
Danny Bawcom
R&I and Quality
Deann Akins-Lewanthal
Chris Rhynalds
Treasury
Pam Malmos
Scott Schneider
Tax
Ken Groetsema
Mark Wynn
GBS
Jodi Maciejewski
Brandon Koehler
Real Estate & Facilities
John Lewandowski
Scott Schneider
Steering/Escalation Board
Bill Hahn, Dan Jones
LW SLT


Annex B

SERVICES AND FEES

[See Attached.]


   TSA Annex B   
Transition Services Agreement Schedule of Services

     Table of Contents

 

1.0 Information Technology (Given the 16 month term, IT services are not automatically extendable under TSA Section 6.1b )

     3   

1.1 Infrastructure Services

     3   

1.1.1 Help Desk

     3   

1.1.2 Operations Support

     5   

1.1.3 Data Center Services / Server Administration

     7   

1.1.4 Network Management

     8   

1.1.5 Client Computing

     9   

1.2 Security Operations

     11   

1.3 Application Support (LW Gold Application List is included as Appendix 1)

     12   

1.4 IT Services

     14   

1.6 Data Center Floor Space and Power

     15   

1.7 Information Technology Transition & Set-up Support

     16   

2.0 Global Business Services (GBS)

     17   

2.1 Accounts Payable *

     17   

2.2 Data Management Organization *

     17   

2.3 Global Business Services COE

     18   

3.0 Human Resources Support (not extendable)

     19   

3.1 Benefits Administration Support (US / Canada / Puerto Rico)

     19   

3.2 Payroll, Payroll Tax and Timekeeping (US, PR and Canada1)

     20   

3.3 People Data Management and Other HR Admin Services

     21   

3.4 International Payroll & Benefits Administration

     23   

4.0 Supply Chain

     24   

4.1 Enterprise Procurement

     24   

5.0 Operations

     24   

5.1 Environment, Health, Safety and Security

     24   

7.0 Marketing Support

     27   

8.0 Corporate Controllers’ Group

     28   

9.0 Treasury Services (Treasury, Fleet, Credit, Insurance and Real Estate)

     30   

 

 

 

     


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

 

10.0 Corporate Tax

     32   

10.1 Sales & Use Tax

     32   

10.2 1099’s

     32   

10.3 Unclaimed Property

     33   

10.4 Q2 Provision

     33   

11.0 Facilities and Real Estate

     33   

12.0 TSA Program Management

     34   

12.1 Appendix 1: LW Gold Application List

     35   

12.3 Appendix 3: IT – Labor Rate Card

     49   

12.4 Appendix 4: IT – Incident Management/Service Request Targets and SLAs - insert InfoSys SLA / service level matrix

     49   

12.5 Appendix 5: TSA Governance

     52   

 

 

 

      Page 2


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

1.0 Information Technology (Given the 16 month term, IT services are not automatically extendable under TSA Section 6.1b )
  

IT Cost Structure (Per Gold Application List Categorization – column B)

•    Infrastructure

•    Infrastructure Applications

•    Applications

•    Data Center Occupancy

  

 

 

$

 

 

 

 

Fixed Fee

146,000

38,200

158,900

10,000

 

  

  

  

  

  

  

 

 

 

 

 

Estimated Pass-through

$        220,000

              6,000

 

  

  

  

  

 

Pass-through charges are generally included in LW FY’17 AOP and therefore not incremental.

     

 

 

    

 

 

       
  

•    Total

   $ 353,100         $        226,000         
     

 

 

    

 

 

       

1.1 Infrastructure Services

           

1.1.1 Help Desk

           
  

Continued end user support through the CAG/Parent Help Desk. LW/Spinco will identify the appropriate help desk queues for routing of incidents per CAG/Parent SOPs.

CAG/Parent to provide the following services:

•    Phone and email Incident Request Receipt, Incident ticket logging and monitoring, Level 1 support.

•    Assignment to appropriate Level 2 and 3 support personnel if needed.

•    Level 1 Help Desk support for problem calls from users who are accessing LW/Spinco assets including, but not limited to, dedicated and shared applications, technology, telephone, desktop/laptop hardware, desktop/laptop software, voicemail, email, remote access, IP connectivity, network, internet, LAN, printer, fax, and any other problem that a CAG/Parent employee would normally report.

•    Incident Management reporting consistent to current practices existing for the six (6) month period leading up to the Distribution Date.

•    User account maintenance and support including; add / modify / delete (including but not limited to Active Directory, Voicemail and VPN)

•    Any need for increase in CAG/Parent stabilization support due to LW/Spinco separation will be supported by LW/Spinco resources

    
 
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header
  
  
    
 
Until
Feb 28, 2018
  
  
    
 
 
Quarterly
Transition
Review
  
  
  
   SLA’s to be consistent with current Infosys methodology/view

 

 

 

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     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration    Required Notice
for Early
Term
ination
    

Service Levels

  

End User Access Administration

•    Provide continued access and use of shared and dedicated applications listed in the Gold Application List.

•    Process LW/Spinco user access requests for applications and network components.

•    Provide user account maintenance and support including: Creation/modification/deletion of user accounts for both shared and dedicated applications in use by the Business as of the Distribution Date.

•    Provide services required for creation/modification/deletion of shared drives and folders as well as the creation/modification/deletion of groups accessing those shared drives and folders.

    
 
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Feb 28, 2018

     

 

 

 

      Page 4


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

1.1.2 Operations Support

           
  

Shared applications and infrastructure [See Gold Application List]

•    Provide Data Center operations in support of CAG/Parent shared systems including SAP operations.

•    Provide Operations level 1 support on automated and user created incidents for shared infrastructure and shared applications consistent with existing processes and documentation.

•    Provide server level monitoring to ensure performance and availability of shared infrastructure in support of shared applications.

 

Dedicated applications and infrastructure [See Gold Application List]

•    Provide Data Center operations in support of LW/Spinco dedicated systems

•    Provide Operations level 1 support on automated and user created incidents for dedicated infrastructure and dedicated applications consistent with existing processes and documentation.

•    Provide server level monitoring consistent with existing practices existing for the six (6) month period prior to the Distribution Date to ensure performance and availability of dedicated infrastructure.

 

Incident Management Escalation Process

 

Shared applications and infrastructure

•    Follow the existing incident management escalation procedures consistent with escalation procedures for the six (6) month period prior to Distribution Date.

•    LW/Spinco resources will be engaged as necessary for any applications that impact LW/Spinco business functions.

 

Dedicated applications and infrastructure

•    CAG/Parent will follow the existing incident management escalation procedures consistent with escalation procedures for the six (6) month period prior to the Distribution Date.

•    LW/Spinco resources will be responsible for following the CAG/Parent incident management processes

    
 
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Until

Feb 28, 2018

 

  

     30 days      

 

 

 

      Page 5


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration      Required Notice
for Early
Term
ination
    

Service Levels

1.1.2

(cont.)

  

Backups and Disaster Recovery

 

•    Provide disaster recovery services consistent with current practices existing for the six (6) month period prior to the Distribution Date.

•    Provide file and data restoration within the data center shared systems (listed in Gold Application List).

•    Perform routine backups based on defined SLAs of all transaction data in a secured offsite location

•    Assist in restoration of files and data within CAG/Parent data center for systems listed in the LW Gold Application List upon request of the LW/Spinco.

 

Change Management

 

Shared applications and infrastructure

•    Follow existing change management procedures (including change controls) and notify LW/Spinco designated team of any planned production changes.

 

Dedicated applications and infrastructure

•    LW/Spinco to follow CAG/Parent’s existing change management procedures (including change controls) and notify CAG/Parent designated team of any planned production changes.

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     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
    

Service Levels

1.1.3 Data Center Services / Server Administration

  

Shared Applications

•    Provide server administration functions to all shared applications listed in Gold Application List.

•    Provide database engineering support and maintenance services including; database maintenance (add, modify, and delete), database system updates and patches applied, as required, and database updates, as required, to support release deployment in support of shared systems and applications listed in Gold Application List

•    Provide communication to LW/Spinco of all scheduled outages and planned changes involving systems that will affect LW/Spinco’s business operations.

•    Notify LW/Spinco and commence data restoration activities as soon as possible of system downtime or data loss where applicable in accordance with defined SLA as referenced in Appendix 4.

•    Provide system storage management consistent with current practices

•    Provide new storage allocations for existing systems in Appendix 1 to sustain any data growth due to normal transaction and data volume increases.

 

Dedicated Applications

•    LW/Spinco to provide server administration functions to all dedicated systems

•    LW/Spinco will provide database engineering support and maintenance services including; Database maintenance (add, modify, and delete), Database system updates and patches applied, as required, and Database updates, as required, to support release deployment in support of systems and applications listed in Gold Application List.

•    LW/Spinco to provide all administration, support, and maintenance for any new dedicated infrastructure (cage).

•    LW/Spinco to provide system storage management to all dedicated systems.

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      Page 7


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration      Required Notice
for Early
Term
ination
    

Service Levels

    1.1.4 Network Management         
  

WAN

•    Provide site connectivity for all existing site circuits connected to the CAG/Parent network

•    Provide connectivity to CAG/Parent’s data centers to access agreed upon applications (dedicated and shared applications)

•    Provide internet access to each location in accordance of the CAG/Parent’s electronic communication policy.

•    Provide network monitoring leveraging existing monitoring tools consistent with monitoring provided for the six (6) month period prior to the Distribution Date.

•    Provide telecommunications support for all employees (phone extension, voicemail, etc.) residing at CAG/Parent facilities during the transition period

•    CAG/Parent is responsible for Domain Name Services (DNS) and IP address management

•    Maintain, monitor and manage wide area network data and/or voice circuits and VPNs to and from all existing LW/Spinco locations existing as of the six (6) month period prior to the Distribution Date.

•    Maintain, monitor and manage all shared Data Center network equipment that exists as of the Distribution Date, including, but not limited to, hubs/switches, IP routers, load balancers, circuit demarcation points, cables, and device configurations in support of current network traffic levels of the LW/Spinco.

•    LW/Spinco to maintain, monitor and manage all dedicated network equipment, including, but not limited to, hubs/switches, IP routers, load balancers, circuit demarcation points, cables, and device configurations physically located at dedicated LW/Spinco locations.

•    Provide continued support of remote access for LW/Spinco vendors who were CAG/Parent vendors existing as of the Distribution Date (Excludes providing support for remote access for new LW/Spinco vendors).

 

LAN

•    In LW/Spinco facilities, LW/Spincoto coordinate activities with third-party service providers where required to provide support for network maintenance services.

•    LW/Spinco to provide connectivity to applicable IT network hosts (desktops, laptops, and printers).

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header
     Until Feb 28, 2018         

 

 

 

      Page 8


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

1.1.4

(cont.)

  

LAN (cont.)

•    CAG/Parent to provide connectivity to systems as transition is made to LW/Spinco Domain. This access would allow VPN or Citrix remote access to applications.

•    LW/Spinco will provide Level 2 and Level 3 support services for all site equipment including routers, switches, and security devices which are located in existing LW/Spinco locations.

 

DMZ

•    Provide secure, remote access (via VPN) to the CAG/Parent network under the existing CAG/Parent Electronic Communication Policy

           
    1.1.5 Client Computing            
  

Directory Services

•    Provide support and maintain the shared Active Directory environment

•    Provide user authentication and password management for the LW/Spinco’s core business systems and logical network

•    LW/Spinco will support and maintain any new Domains.

 

Image Creation and Maintenance

•    Create and maintain all laptop/PC images

•    LW/Spinco will execute services for device provisioning in LW/Spinco locations per the existing CAG/Parent’s process.

 

Home Drives/Messaging /Print/Mobile

•    Create / modify / delete shared drives, folders, and printers as normal business

•    Provide support and maintenance for user email and Jabber consistent with practices for the six (6) month period prior to the Distribution Date

•    Provide Exchange mailbox administration including: adds, modifications, and deletes

•    Provide approved secure web and client access to email users

•    Provide email retention services consistent with CAG/Parent practices for the six (6) month period prior to the Distribution Date

•    Provide support of mobile device management (InTune)

•    LW/Spinco to provide support for mobile devices.

    
 
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Until Feb 28, 2018

 

  

     

 

 

 

      Page 9


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

  

PC Patching

•    Patching (security and application) all Desktops/PC’s attached to the CAG/Parent network.

•    LW/Spinco is responsible for creating and coordinating with the CAG/Parent any dedicated application patches that are required

 

Desktop Support

•    Provide desktop support using the CAG/Parent standard PC image.

•    CAG/Parent will provide at cost any devices for new LW/Spinco employees that will execute any LW/Spinco applications (dedicated or shared) in accordance with CAG/Parent standard requirements. Cost of equipment will be the responsibility of the LW/Spinco.

•    Any new purchased devices or machines will adhere to CAG/Parent standard image and guideline

•    Any new devices for LW/Spinco will be paid for by LW/Spinco and deployed with CAG image by CAG desktop support team

           

 

 

 

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     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

    1.2 Security Operations

           

1.2.1     Security Operations

           
  

•    Monitor systems and device logs, network traffic, intrusion detection systems and the client computing security tools to detect any unusual usage patterns, third-party attacks or unauthorized access and promptly report to the LW/Spinco any security incidents involving IT system integrity, confidentiality issues or unauthorized data access.

•    CAG/Parent to monitor, investigate, and promptly report to LW/Spinco any end user reported security incidents involving IT system integrity, confidentiality issues or unauthorized data access

•    Provide physical security to the Company’s equipment at the CAG/Parent datacenters. Field equipment security is the responsibility of LW/Spinco.

•    CAG/Parent to provide Anti-virus protection on server and PC assets, and SPAM monitoring services for the LW/Spinco’s email

•    Provide e-discovery and legal hold services consistent with services provided for the six (6) month period prior to the Distribution Date.

•    Provide security access via existing employee roll-on forms and processes as well as execute employee terminations as requested through existing HR process and SLAs (e.g. Non-Employee contractor status)

    
 
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      Page 11


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
    

Service Levels

    1.3 Application Support (LW Gold Application List is included as Appendix 1)
  

Shared Applications

•    Provide continued access and use of business applications as outlined in the LW Gold Application List in use by the Business as of the Distribution Date.

•    Application development requests from LW/Spinco to shared applications must be mutually agreed upon by LW/Spinco and CAG/Parent.

•    Provide continued maintenance and support services for shared applications as listed in Appendix 1, the LW Gold Application List.

•    Ensure that any break fix, projects/enhancements will utilize the governance process defined in Appendix 5.

•    Provide escalation to shared application third-party vendors as needed for support services on applications listed in Gold Application List

•    During CAG/Parent’s project execution, LW/Spinco will be requested to participate in any regression testing or validation of data and/or processes for the duration of the TSA

•    CAG/Parent will be requested to participate in any regression testing or validation of data and/or processes in shared CAG systems, as needed, due to LW/Spinco changes to dedicated or new applications (e.g. interface impact)

•    Any modifications or upgrades, code changes, break/fix, significant bug fixes, or enhancements made by CAG/Parent to CAG/Parent’s IT environment will be consistent with current practices existing for the six (6) month period prior to the Distribution Date.

•    CAG/Parent and LW/Spinco will mutually agree on timing of any downtime, upgrades, modifications, changes, significant fixes in shared applications that impact LW/Spinco or CAG/Parent as possible. Emergency break fixes will not allow time for mutually agreed to changes such as business impact issues.

•    Test and maintain all existing inbound/outbound interfaces in support of LW/Spinco business processes involving shared applications listed in Appendix 1.

•    Any modifications or upgrades, code changes, break/fix, significant bug fixes, or enhancements, requested by the LW/Spinco to shared applications will be evaluated, and if approved, will be implemented in Production by the CAG/Parent on a mutually agreeable date and time and cost.

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      Page 12


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

1.3.1

(Cont.)

  

Application Support (Continued)

 

Dedicated Applications

•    Any modifications or upgrades, code changes, break/fix, significant bug fixes, or enhancements will be made by the LW/Spinco.

•    LW/Spinco maintains all existing inbound/outbound interfaces in support of LW/Spinco business processes involving dedicated applications listed in Gold Application List.

•    LW/Spinco will provide maintenance and support services for dedicated applications listed in Gold Application List.

•    If LW/Spinco requires CAG/Parent support services for dedicated applications listed in Gold Application List, those services can be requested and if CAG/Parent is able to provide them they will be billed at a rate consistent with Appendix 3, Rate Table.

           

 

 

 

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     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

1.4 IT Services            

1.4.1

   IT Supplier Management            
  

•    Manage application and infrastructure vendor relationships for shared applications and infrastructure, as they exist for the six (6) month period prior to the Distribution Date per the existing CAG/Parent vendor management process

•    Prior to expiration, CAG/Parent will inform LW/Spinco of any contractual or time sensitive expiration of agreements

•    Coordinate with 3rd party vendors contracted or retained by CAG/Parent to provide support and resolve issues for shared applications and infrastructure

•    If CAG/Parent Suppliers do not extend software usage rights or transfer rights beyond what is in CAG/Parents supplier’s contracts, LW/Spinco will be responsible to secure their own licenses and / or agree to pay CAG/Parent for any incremental costs associated with extended usage rights and / or transfer rights to LW/Spinco.

•    LW/Spinco must adhere to CAG/Parent supplier’s software license agreement terms and conditions. In the event of any non-compliance by LW/Spinco that results in increased fees or penalties to CAG/Parent, LW/Spinco will be responsible for the costs.

    
 
See IT
header
  
  
     Until Feb 28, 2018         

1.4.2

   TSA IT Billing Support            
  

•    CAG/Parent will bill all IT related expenses and provide line item detail of all billable expenses to LW/Spinco on a monthly basis

•    LW/Spinco will notify CAG/Parent plans for application or infrastructure contract exits and planned TSA reductions

    
 
See IT
header
  
  
     Until Feb 28, 2018         

 

 

 

      Page 14


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
    

Service Levels

1.4.3

  

Project Governance

•    CAG/Parent and LW/Spinco will appoint governance board to review any enhancement or project work requests, resource needs and costs

•    CAG/Parent and LW/Spinco will participate jointly in board meetings

•    CAG/Parent and LW/Spinco enhancements and projects will be reviewed and decisions taken through the governance board

•    LW/Spinco will participate in CAG/Parent Change Advisory Board (CAB) weekly

•    Additional services and/or new locations will require mutually agreed project resourcing and added costs

•    LW/Spinco IT will be responsible to communicate system outages and or issues to LW/Spinco business end users as needed

   See IT
header
   Until Feb 28, 2018      
1.5 External Resources

1.5.1

  

Dedicated Systems External Support

•    CAG/Parent will provide Managed Service support for shared application and infrastructure leveraging a 3rd party supplier.

•    CAG/Parent will provide Managed Service support for dedicated applications and infrastructure leveraging a 3rd party supplier.

   See IT
header
   Until Feb 28, 2018      
    1.6 Data Center Floor Space and Power

1.6.1

  

Data Center Charges

•    Floor space (Data Center in a Cage area)

•    Data Center power

   $10,000
per month
   Until Feb 28, 2018      

 

 

 

      Page 15


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
    

Service Levels

1.7 Information Technology Transition & Set-up Support

1.7.1

  

Infrastructure Separation Support

•    Provide support to assist the LW/Spinco to separate the physical and logical network connections to sites that will be retained by the LW/Spinco

•    Provide support to assist the LW/Spinco to separate and migrate the Company’s active directory environment

•    Provide and maintain a test instance of all shared application production systems and versions as they are at Distribution Date, supported currently and enable Business to leverage these systems to test carving our data to a standalone systems environment

•    Provide support to assist LW/Spinco to separate acquired physical computer assets located in the CAG/Parent’s facilities

•    Facilitate the transfer of telephone numbers including 800 numbers from CAG/Parent to LW/Spinco for all landline and cellular phones used by Business

 

Data Separation Support

•    Provide master data extracts to LW/Spinco for shared systems in support of the separation activities

•    Provide reasonable transactional data extracts as needed for system conversions such as open orders, open POs, financial data and additional mutually agreed upon transactional data.

•    Provide historical data such as sales history, financial history and additional mutually agreed upon historical data.

•    Provide data validation support and knowledge transfer of data files

 

Application Separation

•    Provide support to LW/Spinco with the separation of shared applications to include documentation of current solution design, interfaces, job schedules, and data definitions

 

Documentation

•    Provide documentation of the systems environment supporting the LW/Spinco business including any configuration, customization specifications, process flows, test scripts, and details of user access control for the shared applications as listed in Gold Application List.

   Time &
Material
   Until Feb 28, 2018      

 

 

 

      Page 16


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section  6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

  Cost (per
month
exc.noted)
  Duration   Required Notice
for Early
Term
ination
 

Service Levels

2.0 Global Business Services (GBS)
    2.1 Accounts Payable *

2.1.1

  

Travel Card Processing

 

For PeopleSoft-supported (Workday after 1/1/17) Lamb Weston employees based on ConAgra Concur configuration and ConAgra T&E policy

•    Reviewing and processing T&E expense reports

•    Support providing data for monthly processing out-of-pocket reimbursements

•    Conducting sample audits T&E reports

•    Performing T&E Concur maintenance

•    Assist employees with Bank account discrepancies

•    Cancel Bank account for terminated employees

•    Track receipt of amounts and reports due from employees T&E

•    Monitor terminated employee final expense reports

  $2,200   12 months   Quarterly
Transition
Review
 

Daily T&E report support and

monthly audits

2.2 Data Management Organization *

2.2.1

  

Day to Day Support of Data * (extendable until 2/28/18)

 

Daily Support of Data Operations

•    Process the creation and maintenance of vendor and indirect material master data records

•    Process Remedy tickets for vendor and indirect material requests

•    Support cVend and cMat workflow processes and tools

•    Maintain roles within cVend and cMat to ensure workflow tasks can be processed

•    Troubleshoot master data issues as needed

  $6,500   12 Months   Quarterly
Transition
Review
 

Create and maintain the following items daily:

 

•    Vendor master data

•    Indirect Material master data

 

Daily reconciliation of remedy queues

 

 

 

      Page 17


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
  Duration    Required Notice
for Early
Term
ination
  

Service Levels

2.2.2

  

1WorldSync Contract

•    Pass-through of Lamb Weston’s portion of the 1WorldSync contract remaining in calendar 2016; continuation into 2017 as needed

   $5,600 /

month

  12 Months    30 days   

2.2.3

  

Data Management Transition Project Support (if applicable)

•    Support project plan and Lamb Weston resources

•    Support project tasks, and raise issues and expedite when applicable

   Hourly rate
dependent
on skill
level
needed
($75/hr)
  12 Months    Quarterly
Transition
Review
   TBD. General per hour charges will range $55 to $75 per hour.

2.3 Global Business Services COE

2.3.1

  

COE Support for Financial Planning &Analysis Services * (extendable through 2/28/18)

 

•    Salary Planning Tool Maintenance

•    Maintenance of SG&A Reporting tables

   $75/hr   12 Months    Quarterly
Transition
Review
   Prepare and populate salary planning tool with updated census data and enterprise assumptions; maintain SG&A reporting versions and tables

 

 

 

      Page 18


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
    Duration      Required Notice
for Early
Term
ination
    

Service Levels

3.0 Human Resources Support (not extendable)           
3.1 Benefits Administration Support (US / Canada / Puerto Rico)
  

Through 12/31/2016:

•    Eligibility to continue participation in ConAgra/Parent’s Health and Welfare programs as currently enrolled. Health and Welfare programs are defined as Medical, Dental, FSA, Dental, Vision, Prescription, Employee Assistance, Castlight, StayWell, Dependent Care FSA Plans, Retiree Medical

•    Wellness (e.g. SimplyWell) participation as it exists in 2016

•    Eligibility to continue participation in AD&D, Insurance, STD/LTD— subject to approval by Benefits carriers, including confirmation by Life and LTD benefits carrier that these items remain fully insured for existing employees as well as coverage status for new hires through 12/31/16

•    Eligibility for continued participation in CRISP/401k (up to 12 months)

•    Continuation of 2016 Voluntary Deferred Compensation and Directors’ Deferred Compensation programs including enrollment for 2017 plan year

•    Support 2017 Benefits Open Enrollment consistent with existing ConAgra process and approach

•    Claims processing and settlement

    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$37,500
per
month
plus pass
through
of
allocable
enterprise
program
costs
(30%)
and
direct
claims
costs.
Such
claims
may trail
up to one
year.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   
 
Through
12/31/16
  
  
    
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 

30 days written
notice

 

Except for
Section 3.3.2
Security
Access
Administration,
all Section 3.0
Human
Resources
Support
services are
interlinked, and
must be
terminated as a
bundle

  
  

 

  
  
  
  
  
  
  
  
  
  
  
  
  
  

   Consistent with service levels provided to the business in the six months prior to spin
  

From 1/1/2017 through 12 months from Distribution Date:

•    Continuation of Benefits Administration within Workday until tenant split:

•    Assumes separation of contracts, billing and settlement procedures are in place with benefits providers under new vendor agreements direct with LW

•    Eligibility for continued participation in CRISP/401k

•    Support 401k plan-to-plan transfer at termination of TSA

•    Processing and settlement of trailing claims incurred between date of spin and 12/31/16. Complex claims may trail one year or longer.

    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$15,000
per
month
plus pass
through
of
allocable
enterprise
program
costs
(30%)
LW to
process
direct
claims
costs.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   
 
 
 
 
Up to 12
months
from
Distribution
Date
  
  
  
  
  
     

 

 

 

      Page 19


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

3.2 Payroll, Payroll Tax and Timekeeping (US, PR and Canada1)

3.2.1

  

Payroll and Payroll Tax - US, Puerto Rico, and Canada (Canada services to be added 1/1/17 as part of the Workday implementation)

•    Gross to net payroll process

•    Payroll validation

•    Link to all benefit and compensation plans as required and provide information to third party vendors

•    Regulatory, tax , and statutory filing consistent with historic practices

•    Remit employer and employee withheld taxes and deductions to the appropriate parties on a timely basis consistent with historic practices

•    Issue all required compliance forms (e.g. W-2)

•    File all required annual tax or compliance returns

•    Complete year-end processing (Calendar 2016)

•    Provide employees support and issue resolution

•    Process payment of union dues

•    Wage attachments and garnishments

•    Outstanding checks/escheat process

•    Direct deposit transfer services, and pay statements

•    Issue Instant Pay cards consistent with existing practice ( E.g. final checks in Oregon, pay corrections)

•    Check print and shipping services to the respective LW/Spinco facilities

•    Provide standard payroll reports

•    Provide general ledger data consistent with Finance TSA functional requirements (e.g. Payroll Accounting TSA service 7.4)

•    Provide supporting documentation to Finance for payroll account reconciliation including periodic payroll accrual calculations

•    Provide documentation and support for financial and other audits

•    Provide payroll support and “help-center” services to Transferred Employees that may require legal entity transition

•    Support disbursement control and remittance

•    Coordinate tax withholding, history, maintenance and delivery of information from payroll provider and government reporting

•    Track vacation and absence through the local HR support consistent with historic practices

   Monthly charge of
$32 per active
employee census.
   12 months    30 days written
notice

 

Except for
Section 3.3.2
Security
Access
Administration
,
all Section 3.0
Human
Resources
Support
services are
interlinked, and
must be
terminated as a
bundle

  

Consistent with functional metrics in the six month period prior to spin - weekly/biweekly payroll process for US (and Canada beginning in 2017)

 

Payroll processing will require pre-funding by cash wire / good funds in the bank by close of business Tuesday (Canada) / Wednesday (US) current week’s payroll run.

 

Services provided will be through same support structure and systems as which it provides services to ConAgra Foods, Inc. employees. Services will be under organization/legal entities that may result from the spin-off.

 

If major restructuring or acquisitions take place during the TSA and require support, such support will require mutually agreed project resourcing and additional charges.

 

 

 

      Page 20


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
     Duration      Required Notice
for Early
Term
ination
    

Service Levels

  

•    Unemployment Administration – current practices and procedures using existing 3rd party

•    Payroll processing support for CAG Voluntary Deferred Compensation and Directors’ Deferred Compensation programs (through 12/31/16)

•    Payroll processing support for LW Voluntary Deferred Compensation and Directors’ Deferred Compensation programs (beginning 1/1/17)

•    Scope of the Payroll, Payroll Tax and timekeeping service initially includes US, Puerto Rico and Canada (8 Sales employees). On January 1, 2017, the scope will increase to include LW Canadian operations as part of the Workday system implementation.)

           

3.2.2

  

Timekeeping (IT/Kronos interdependency)

•    US: continue time and attendance services through Kronos and payroll system (PeopleSoft until 12/31/16 / Workday beginning 1/1/17)

•    Canada: establish time and attendance services utilizing Kronos beginning 1/1/17. IT and HR project to be activated pre-spin

           See above 3.2.1       Process time and attendance for US and CAN (one plant - Taber) weekly/biweekly
3.3 People Data Management and Other HR Admin Services
3.3.1   

People Data Management and other HR Admin

•    Updating, maintaining employee data on the HRIS or system of record including changes of status etc. aligning with current practices and procedures

•    Tracking and reporting of Contingent workforce data, including compliance status checks and system access compliance

•    Processing and managing the transfer of staff from one service area, business line or facility to another

•    Facilitate car mileage for payroll processing where applicable, consistent with existing practices [This process is managed by Treasury/Dae DiCenzo today]

•    Generate required reports to government and federal agencies. For example, fair hiring practice reports or government mandated training classes

•    Lead and coordinate the user testing of Workday HRIS/HR Application system until LW tenant split occurs

•    I9 administration through LW tenant split (or sooner, if a separate LW I9 system is established (after 1/1/2017))

•    ACA administration for calendar year 2016

    
 
 
 
 
 
Included in
census
based
charge for
3.2,
Payroll
  
  
  
  
  
  
     12 months        
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 

30 days written
notice

 

Except for
Section 3.3.2
Security
Access
Administration,
all Section 3.0
Human
Resources
Support
services are
interlinked, and
must be
terminated as a
bundle

  
  

 

  
  
  
  
  
  
  
  
  
  
  
  
  
  

  

Support HR administration for transactions daily

 

Provide Level 1 HR system support (Payroll, HR and Benefits) daily

 

 

 

      Page 21


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
  Duration   Required Notice
for Early
Term
ination
  

Service Levels

3.3.2

  

Security Access Administration: Employee to Contractor conversion for continued systems access * (extendable through 2/28/18)

•    Conversion and administration of employee records in HRES/Workday to maintain system access with CAG/Parent systems for the full duration of the TSA

   $10,000
per month
after
payroll
termination
  Through
February
28, 2018,
consistent
with IT
duration
  NA –
required
for the full
TSA
duration
unless all
services
are
terminated
   Convert and maintain user ID’s and systems security access after LW/Spinco’s independent HRIS conversion

3.3.2.5

   TSA/Transition Training: requires sufficient headcount / people resources on board no later than 3/1/17 to begin transitional work (e.g. Benefits Administration, HRIS)    $80 per
hour plus
materials
and travel
    See above
– 3.3.1
  

3.3.3

  

Learning and Development – Manage existing Alchemy instance and HRIS linkage

Continue plant safety learning and development programs (see IT TSA for associated IT costs) [after split, LW will need a new interface from Alchemy]

   $3,000 /

month for
admin

  12
months
(dependent
on
Workday
tenant
split)
  30 days    Scope includes existing services only. Can be independently terminated if WD interface is deemed unnecessary

3.3.4

  

Additional Services - Success Factors:

•    Access to Success Factors data through 1/1/17 (end of CAG SF contract)

•    Talent Management and Advanced Comp capabilities are included in the scope of Workday project. (hence the tenant split date 10/17)

   $2,500 /
month
  Through
1/31/17
  NA   

3.3.5

  

Additional Services – Relocation:

•    Administration of any in-process or new LW Spinco relocations to the extent of charges incurred in calendar 2016.

•    Knowledge/information transfer to facilitate transition of Relocation Administration to LW under a new, separate Sirva contract.

   Pass
through of
direct
vendor
fees.
  Through
12/31/16
  NA   

3.3.6

  

Additional Services – Project Work (time and materials)

•    Additional requests for mutually agreed services outside above scope of services (e.g. data interfaces)

•    To be defined: Project plan related to tenant split, costs of WD tenant split carried by LW post spin

   $100 / hr
project
work1 plus
pass
through of
direct costs
    See above
– 3.3.1
  

 

 

 

      Page 22


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

3.4 International Payroll & Benefits Administration

3.4.1

  

International Employee Payroll

•    Continuation of employment within ConAgra legal entities for existing international employees. These employees’ roles are 100% dedicated to LW work.

•    Columbia (1 employee)

•    Mexico (7 employees, plus pass-through of 1 temporary employee through Manpower )

•    Panama (2 employees)

•    Australia (1 employee)

•    Netherlands (1 employee)

•    Canada (8 Sales employees until 12/31/16, at which time this group will move under LW in Workday) Note: Beginning 1/1/17, all Canada-related payroll will be executed within Workday.

•    Continuation of CAG/Parent Payroll processes for the international markets listed above through ConAgra’s TMF Global agreement.

   $32 per
employee
per month
plus pass
through of
direct
employee
costs
including
salary,
incentives,
direct
employer
taxes or
penalties
   Through
3/1/17
   NA    Continuation of existing TMF Global agreement support as needed by country until LW agreements and capability to execute is in place

3.4.2

  

International Employee Benefits Administration

•    Continuation of CAG/Parent benefits plans and related administration for international markets including:

•    Mexico –

•    5 Sales employees on individual benefits plans

•    2 Supply Chain employees currently covered by CAG Mexico group plan

•    Canada - 8 Sales employees until 12/31/16

   $15 per
employee
per month
plus pass-
through of
direct
costs and
claims
   Through
3/1/17
   NA    Continuation of existing TMF Global and/or Mercer agreement support as needed by country until LW agreements and capability to execute is in place

 

 

 

      Page 23


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration   Required Notice
for Early
Term
ination
  

Service Levels

4.0 Supply Chain

4.1 Enterprise Procurement   

4.1.1

  

Enterprise Procurement

•    Procurement support / consulting for non-commodity ingredients, natural gas/electricity, packaging, indirect materials, services, travel, spare parts, and marketing.

   $75 /
hour
   6 months   NA   

4.1.2

  

Enterprise Procurement

•    Participation in CAG/Parent’s enterprise procurement contracts as permissible by vendors.

   Pass
through
of direct
costs
   12 months   30 days   

4.1.2

  

Capital and Indirects – CAG SAP ALM Access * (extendable through 2/28/18)

•    Material Specification approval workflow

•    Item and Vendor Master Data additions (GBS/DMO)

•    Material data cleansing (GBS/DMO)

•    CIR/Capital Project systems access

   Cost
included
in IT
and
GBS
services
   12 months
(based on
IT/ERP
separation
plan)
  30 days   

4.1.4

  

Enterprise Procurement – IT Hardware and Services Contracts * (extendable through 2/28/18

•    Transitional LW participation in enterprise contracts for procurement of IT hardware and services as permissible by vendors

   Pass
through
of direct
costs
   12 months
(based on
IT/ERP
separation
plan)
  NA   

5.0 Operations

5.1 Environment, Health, Safety and Security

  

5.1.1

  

Data tracking and reporting *

•    Safety / environmental metrics

•    Environmental tasks

•    Audit findings and closure of findings

•    Intellex access

   $4,500 /
month
   6 months   30 day
notice
  

 

 

 

      Page 24


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
  Duration    Required Notice
for Early
Term
ination
  

Service Levels

5.1.2

  

On-line compliance support *

•    Safety Data Sheet storage – Site Hawk – (SDS) likely done by Distribution Date; included as part of IT TSA

•    Management of DOT regulated vehicles (tractor / trailer drivers) (as permitted by law)

          

5.1.3

  

Other *

•    Sustainable Development Reporting Tool “SDRT” (in SAP)

•    Lockout Pro - no application cost; duplicate from CAG and transfer to new LW servers

          

5.1.4

  

Training

•    Alchemy System plus subscription as a pass through

   $75 / hr1
plus
subscription
pass
through
  6 months      

5.1.5

   Security Supplier Audits to support C-TPAT    $90 / hr
plus
travel
  TBD    TBD   

5.1.6

  

Department of Homeland Security

•    Chemical audit process

   $90 / hr
plus
travel
  TBD    TBD   
6.0 Research and Development – Workflow Support

6.1

  

Food Safety Auditing *

•    Internal Facility Audits

   Hourly
rate plus
travel
  3 months    30 days   

David Melton CAG provider of LW current and historical audit Data. Chris R.& Todd Badgley LW Points. Train for

1 or two Audit shadows: Training from David Melton to new LW manager Food Protection –Audit.

(confirmed)

 

 

 

      Page 25


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

6.2

  

Product Development – Access to Subject Matter Experts *

•    Microbiological consulting for Foods Safety issues

   Hourly
rate
based on
position
   6 months    30 days   

DeAnn Akins-Lewenthal CAG contact. Chris R. Todd Badgley LW. External consultive industry benchmarking, Participate in one onboarding discussion with New Principal Microbiologist LW

(confirmed)

6.3

  

Packaging *

•    Access to Packaging Dynamics lab

•    Access to Packaging Subject Matter Experts

   Hourly
rate
based on
position
   6 months    30 days    Limited use with advance notice. Do not estimate more 4 service requests, Eric Sinz CAG contact, Kim Williams LW point. (confirmed)

6.4

  

Supplier Quality- Domestic *

•    Consultation support for establishing new LW function

•    Training / procedural awareness of new hire for LW

   Hourly
rate
based on
position
plus
pass-
through
of travel
expenses
   6 months    30 days   

Penny Mack CAG and New Manager Food Protection, Supplier compliance for LW

Current Contacts Chris R and Todd Badgley. Supplier Risk Ranking data and process as well as all supplier quality practices reference documentation. Training only no new audits to be done by CAG for LW

6.5

  

Supplier Quality – International *

•    Consultation support for establishing new LW function

•    Information Sharing on all external International provider companies

•    Access to SAI for global services for BRC/GFSI audits

   Hourly
rate
based on
position
plus
pass-
through
of travel
expenses
   12 months    30 days   

Work with Joseph Elrefaie

Chris Fosse to be informed, Chris Rhynalds and Horst Ellendt For LW (Work in process)

 

 

 

      Page 26


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

6.6

  

Consumer Affairs Support – Retail, GBU, MBU and Foodservice *

•    Resources to maintain call center and escalation process

•    Astute reporting and data extracts

•    LW specific 800# - assigned

   $2,500 /
month
   7 months    30 days   

Work with Leslie Skybo CAG contact, Horst Ellendt LW and Jim Neavill

(Work in process)

6.7

   Retail heating (cooking) validation studies for packaging development *    Hourly
rate based
on position
   6 months    30 days   

20 products to validate

Lea Anne Dea =CAG provider

Ghislaine Joly LW contact

(Confirmed)

6.8

  

Sample Manager Access / Microbiological *

•    Support for Sample Manager program – IT Systems and Microbiological technical support.

   Hourly

Rate based
on position

   6 months    30 days   

Greg Shuett IT system support

Kari Sweeney business application support

Dawn Vaadeland LW IT

transitional support. Todd Badgley LW Point until new Principal microbiologist hired.

(confirmed)

6.9

  

Foreign Material Analysis – Retail * (extendable up to 3 months)

•    CAG forensic analysis for Retail FM Complaints

   Hourly

Rate

   3 months

Only until
LW FM
Lab is
relocated
into new
upgraded
space and
enhanced
capabilities

   30 days   

Eric Brown CAG provider

Jeff Nelson LW point (FM Lab) Russell Jones –Retail product Quality LW

(confirmed)

7.0 Marketing Support

7.1

  

Coupon Clearinghouse *

•    Pending vendor consent, continued support of coupon processing and redemption for a run-out period (to be determined based on activity levels)

   $500 per
month plus
coupon
redemption
costs
   12 months    30 days    Consistent with the six (6) month period up to and including the Distribution Date and interdependent with vendor contract assignment negotiation

 

 

 

      Page 27


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

8.0 Corporate Controllers’ Group

  

8.1

  

Financial Accounting Services * (extendable through 2/28/18)

•    Managing period-end close schedule and processes in the SAP ledger system including journal entry processing and account reconciliations as specified.

•    General Ledger maintenance including updating chart of accounts, maintaining currency rates, translation tables, and accounting periods, and mapping and loads to ASI and BPC.

•    Currency revaluation/translation processing and posting, as applicable

•    Provide data in support of transition to new general ledger systems, as required.

•    Monthly accounting transactions (e.g., Concur accruals, IR no GR Report Processes (“GRIR”), Cash Settlement Processes)

•    Reconciliation of all cash accounts – support TBD

•    TSA billing, weekly remittance administration and reconciliation

   $21,600    12 months       TBD in transition planning (e.g. closing schedule and fiscal period alignment)

8.2

  

Fixed Assets Management * (extendable through 2/28/18)

•    Complete Fixed Asset system maintenance

•    Capitalize, retire, transfer of assets in FA system

•    Set up project number (p-value) based on approved Capital Investment Request (CIR).

•    Provide access to Fixed Asset and Capital Management related reporting

•    Verify monthly depreciation interfaces with ASI

•    Provide Tax with PP&E-related information and prepare tax package for yearend tax return

•    Set-up assets for new company (Question on this regarding the implications to existing processing in SAP in particular)

•    New company to provide authorized capital transfer, impairment, divestment (CTID) request form to CCG for processing

•    New company to send project completion notice to CCG

•    Capitalize and categorize assets for new company

•    New company to provided information from periodic physical inventory of capital assets

•    New company to provide idle asset listing to CCG quarterly

•    Provide new company with data extracts required for conversion to new systems, as needed.

   $2,700    12 months      

 

 

 

      Page 28


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
  Duration    Required Notice
for Early
Term
ination
  

Service Levels

8.3

  

Property Tax, Insurance & Loss Support

•    Prepare real estate/personal property tax packages for Corporate Tax

•    Approve and code invoices/payment requests related to real estate and personal property returns

•    Determine and accrue real and personal property taxes

   $2,700   12 months      

8.4

  

Finance-related payroll support – interlinked with PeopleSoft/Workday / Payroll service 3.2.1

•    Execution of existing financial accounting processes associated with payroll processing

•    Generate weekly payroll funding wire invoice and supporting documentation

   $5,400   12 months      

8.5.1

  

International Finance Support - CCG

•    Financial Reporting Support for International Regulatory Filings

•    Access to and transfer of historical data

•    Transactional accounting support consistent with historical scope and practices

•    Scope includes Netherlands, Hong Kong, Australia, Columbia, Panama, Puerto Rico and Mauritius

•    Pass-through of country-relevant TMF Global direct charges

   $2,700 plus
pass-
through
of direct
costs
(TMF)
  3 months      

8.5.2

  

Ad hoc CCG International Finance Support

•    Ad hoc support as mutually agreed after 8.5.1 terminates

   $85 / hr   Month 4-6
after spin
     

8.6

   Additional financial services or ad hoc projects to be negotiated on a flat rate or hourly rate basis, based on availability of resources.      12 months      

8.7

   Corporate FP&A Support    $85 / hr   12 months      

8.8

  

International Finance Support - Mexico

•    BPCS Transactional support including AR, AP

•    Inventory accounting, reserve management and reconciliations

•    Execute period close

•    Administer cash remit and reconciliations

•    Due To / Due From reconciliation related to Mexico transactions

   $15,400   12 months    30 days   

8.9

   Internal Audit –Hosting Q2 FY17 SOX certification room (not extendable)    Pass-
through
direct
costs
  One time    NA   

 

 

 

      Page 29


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
  Duration    Required Notice
for Early
Term
ination
  

Service Levels

9.0 Treasury Services (Treasury, Fleet, Credit, Insurance and Real Estate)   
9.1   

Cash Management

•    Provide the following data for Cash Management processes:

•    Bank Relationship Management: monthly bank fees sent from bank on account analysis statements

•    Bank Accounts: maintain bank accounts listing, signers and documentation via. Excel spreadsheet

•    Cash Positioning and Forecasting: bank balance data by legal entity in U.S., Canada and Mexico only, prior day and intraday bank balances where applicable,

•    Transaction level detail by transaction type (e.g., investments, confirmed/unconfirmed trades, etc.)

•    Provide support/resources for the following Cash Management processes

•    Daily cash positioning

•    Cash flow forecasting physical cash in bank accounts for U.S., Canada and Mexico only

•    Transaction confirmation / settlement

•    Manage / track interest and principal repayments

•    Opening and closing of bank accounts

•    Manage bank portals

•    Cash flow forecasting

•    Manage I/C loans, LE funding

•    Execute external treasury payments (ACH’s, wires)

   $2,250
plus pass-
through
of direct
3rd party
costs
  3 months    30 days   

9.2

  

Treasury Systems:

•    SAP Treasury Cash Management and bank portals:

•    Scope of services include: Treasury support for initial set-up and testing (as well as ongoing testing based on SAP system change requirements or service packs) of separate SAP cash management role, LW Co Code specific TRM0, bank websites, training of new LW Treasury staff, the dual control aspect for execution of an ACH/Wire/FX transaction through the SAP Treasury module or banking websites, as well as monitoring and troubleshooting the daily BAI II file & ACH/Wire bank confirm levels 1, 2 &/or 3 to ensure bank account activity is imported into the general ledger.

   $110 per
hour
  12
months
   30 days   

 

 

 

      Page 30


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
    Duration      Required Notice
for Early
Term
ination
    

Service Levels

  

•    Wire Vendors & Rep Line Setup:

•    Provide cVend business process support in setting up new AP wire vendors as well as modification of existing wires, deleting or adding new repetitive wires using BP and OT81 and daily monitoring of bank files and confirmations.)

          

9.3

  

Interim Treasurer Support

•    Provide one existing employee to serve in an interim leadership role for SpinCo Treasury Services in order to provide SpinCo with additional time to find a qualified person to fill the position of SpinCo Treasurer.

•    Employee takes all direction solely from SpinCo management in provision of Treasury Services.

•    Employee has duties and responsibilities solely with respect to the LW Business and for members of the LW Group.

•    Employee has no duties or responsibilities with respect to the Consumer Foods Business or for any member of the ConAgra Group.

•    Charges for this service are based on pass-through of the existing employee’s direct costs including salary, pro-rata share of incentives, benefits, employer taxes, and reasonable travel.

    
 
 
 
 
 
 
 
 
 
Pass
through of
employee’s
direct costs
including
salary,
incentives,
benefits,
claims and
travel
  
  
  
  
  
  
  
  
  
  
    3 months         NA      

9.3

  

Light Fleet Vehicle Program:

•    Manage company light fleet vehicle program with Wheels, Inc. Scope of services include CAG Treasury support for initial set-up and testing of two new client IDs (U.S. ~369 vehicles & Canada ~15 vehicles), transferring existing vehicles on the Wheels program prior to close into the new LW program after Spin close, managing relationship with Wheels, Inc. to ensure all assigned drivers and farm/plant locations with pool vehicles receive updated titles & registration, new insurance and fuel cards etc., while maintaining the daily approvals and monitoring of vehicle accidents, maintenance & fuel use.

•    Provide Maintenance Service agreement data

•    Provide support resources to review and approve Maintenance Services Agreement

    
 
 
 
 
 
$2,600 /
month plus
pass-
through of
direct 3rd
party costs
  
  
 
  
  
  
    3 months         30 days      

 

 

 

      Page 31


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration      Required Notice
for Early
Term
ination
    

Service Levels

9.4

  

Credit Services:

•    Provide support/resources for the Credit Check process

•    Assist in workflow of credit apps and phone training as needed. Scope of services include training LW collections group to implement a best in class credit and risk mitigation department. Transition of the credit responsibilities to LW where they have the tools, recommended procedures, and training to absorb these additional responsibilities.

   $110 /
hour
     3 month         NA      

9.5

  

Insurance

•    Assist in claims activity

•    Transition business continuity plans and processes

   $110 /
hour
     3 month         NA      

9.6

  

Risk

•    Assist in Risk Management functions (systems functionality, not management decisions)

•    Assist with systems maintenance

•    Assist in first quarterly reporting flows

   $110 /
hour
     3 month         NA      
10.0 Corporate Tax         
10.1 Sales & Use Tax         

10.1.1

  

State and Local Sales/Use Tax Return Support

•    Providing Vertex access (In Appendix 1, LW IT Gold Application list)

   Charged
in IT
        

10.2 1099’s

10.2.1

  

1099 Forms

•    Preparation of 1099 forms for calendar 2016

   TBD      TBD          TBD

 

 

 

      Page 32


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

    10.3 Unclaimed Property

10.3.1

  

Unclaimed property reporting for calendar 2016

•    Preparation of unclaimed property reports as required

•    Provide payment information

   Included
in 9.1.1
   TBD       TBD
10.4 Q2 Provision

10.4.1

  

FY17Q2 Provision

•    Computation of FY17Q2 income tax provision, adjustments to deferred tax accounts and required disclosures pursuant to ASC 740 for Lamb Weston (includes all entities that are part of Lamb Weston’s consolidated financial statements).

•    Services are performed at the direction and oversight of Lamb Weston and its advisors.

•    Lamb Weston management and/or advisors is responsible for reviewing and making all decisions with to respect the provision.

   Hourly at
the
following
rates:

Director
$115

Manager
$90

Sr
Financial
Analyst
$75

   Through
filing of
Form
10-Q for
FY17Q2
   N/A   
11.0 Facilities and Real Estate

11.1

  

Occupancy of CAG/Parent office space and related amenities (e.g. Naperville) * (extendable up to 3 months)

•    Includes access to parking, cafeteria services, fitness facilities, security, and office and mail services.

•    Services also include access to facilities database for property info / info finder information, any items handled under corporate, corporate security services, real estate/lease management, facility IQ (tool for utility payments), and EH&S historical data database access

   $750 per
occupant
   6 months    30 days    Consistent with the six (6) month period prior to the Distribution Date

 

 

 

      Page 33


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

ID    

  

Description of Service (Extendable Services as defined in the TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum exte
nsion is six months.)

   Cost (per
month
exc.noted)
   Duration    Required Notice
for Early
Term
ination
  

Service Levels

11.2   

Real Estate & Facilities:

•    Provide support/resources to assist in the approval or negotiation of additional build out and leases.

•    Assist in completion of build out projects in Kennewick and Eagle,

•    Continuation of McMunnis lease payment processing if needed

   $110 /
hour
plus
pass-
through
of
direct
costs
and
travel
   6 months    NA   
12.0 TSA Program Management
12.1   

Program Management and Project Planning * (extension required to coincide with end date of longest duration service)

•    Program Management resources to manage transition projects and resource coordination with LW/Spinco’s transition team

•    Steering governance

   $10,000
/ month
   12
months
   NA    PMO support for TSA Functions (IT, HR, SC, Finance and overall TSA)

 

 

 

      Page 34


     TSA – Annex B – Appendices     
      Transition Services Agreement Schedule of Services

12.1 Appendix 1: LW Gold Application List

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application -Infrastructure    Carbon Black Endpoint Protection   TSA   None  
Application    Lockout Pro Enterprise   TSA   None  
Application    Line Events Data System (LEDS)   TSA   None   Pass Thru
Application    AMAG Badge Security System   TSA   None  
Application    Kronos Workforce Central v 7   TSA   Logically separate  
Application    Kronos Workforce Central v5.1.22.808   TSA   None   Pass Thru
Application    Kronos Enterprise - v5.0.5 (Clocks)   TSA   None  
Application    Workday (628k/annually)   TSA   None  
Application    Intelex   TSA   None  
Application-Infrastructure    BMC Control-M 7.0   TSA   None   Fixed
Application-Infrastructure    Incident Management/Remedy Service Now   TSA   None  
Application-Infrastructure    BMC Patrol 7.6   TSA   None  
Application-Infrastructure    BMC Analytics 4.0   TSA   None  
Application    IBM EDI VAN replacement of GIS (Gentran Integration Suite)   TSA   None  
Application    ExtendAg/Gradestar   Independent   None  
Application    Decernis   Independent   None  

 

 

 

     


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Infrastructure    Thermal Printers   TSA   None  
Application    ASC Trac - 8.01   Independent   None  
Application    Salesforce.com   TSA   None   Pass Thru
Application    LW Blacksmith   Independent   None  
Application    Lamb Weston Brooks Internet (RPM and Intelliscribe)   Independent   None  
Application    Milemaker- Rand McNally - v 19- Release 2Q12   TSA   None   Fixed
Infrastructure    Apache Web Server v2.2   TSA   None  
Application-Infrastructure    Vision   Independent   None  
Application-Infrastructure    PCS   Independent   None  
Application    DOMO   Independent   None  
Application-Infrastructure    Xray   Independent   None  
Application-Infrastructure    TN3270   Independent   None  
Application    PVCS Version Manager   Independent   None  
Application-Infrastructure    Libra   Independent   None  
Infrastructure    ECS   Independent   None  
Infrastructure    RightFax   TSA   None  

Infrastructure

   PrintSmart (Ricoh Printing Peak/Ryzek)   Independent   None  

Application

   Genesis (Centralized) 9.1   Independent   Extract Data  

Infrastructure

   SmartNet on DC 2.0 7Ks   Independent   None  

Application

   Stat-Ease Design Expert   Independent   None  
Application- Infrastructure    LW SolidWorks Design Software   Independent   None  

Application

   LW LinkUP Check Printing   Independent   None  

 

 

 

      Page 36


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application-Infrastructure    WinZip 14.5   Independent   None  
Infrastructure    SMS 3rd Party Network Support   Independent   None  
Infrastructure    All Data Line & Internet Charges - AT&T   TSA   None  
Infrastructure    Cerium   TSA   None  
Application    LW Sales Discovery System (SDS)   Independent   None  
Application    1 EDI source   Independent   None  
Application    Conga   Independent   None  
Application    BMI   Independent   None  
Infrastructure    High Speed Scanner   Independent   None  
Application    Maximo 7 - v7.1.18   Independent   None  
Application    Maximo 4.1.1   Independent   None  
Application    Minitab   TSA   None  
Application    SAS   Independent   None  
Application    Amphire / ITrade   Independent   None  
Application    Mercer Pension   TSA   None  
Application    SiteHawk MSDS Solution   TSA   Separate
Contract/License
  Fixed
Application    BPCS (Intl - Mexico)   TSA   None  
Application    Descartes   Independent   None  
Application-Infrastructure    Xcel   Independent   None  
Application-Infrastructure    VSE   Independent   None  
Application-Infrastructure    Syncsort   Independent   None  
Application    Sample Manager v 10.0   TSA   None   Fixed
Application    PFM (Professional Flight Management)   Independent   Extract Data  

 

 

 

      Page 37


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    AvTrak   Independent   Extract Data  
Application    AutoCAD   Independent   None  
Application    AutoCAD Factory Design Suite Ultimate   Independent   None  
Application    AutoCAD Inventor   Independent   None  
Application    AutoCAD LT   Independent   None  
Infrastructure    Omaha DataCenter   TSA   None  
Infrastructure    Oracle Database Platform Multiple   TSA   Logically separate   Fixed
Application    SISTEM   TSA   None  
Application    ADP (check printing)   TSA   None  
Application    AutoCAD P&ID   Independent   None  
Infrastructure    CoSentry Location (Tierpoint Datacenter)   TSA   None  
Application    DS Control Point   TSA   None  
Application    Sedgwick Via One Express   TSA   None  
Application    W-2 Express   TSA   None  
Application    AutoCAD Plant 3D   Independent   None  
Application    Contract Management Database   TSA   Logically separate  
Application    Sustainable Development Reporting Tool (aka SDRT)   TSA   None  
Application    HCAR   TSA   None  
Application    Behavioral Observation System (BOS) - aka Be-Safe or BTOPS   TSA   None  
Application    HR eforms - Workflow   TSA   None  
Application-Infrastructure    LW Portal (SharePoint for links to Café Portal links)   TSA   Follow Up  
Application    Sterling Integrator (SI)   TSA   None  
Application-Infrastructure    BizRights v 6.1.2.0   TSA   None  

 

 

 

      Page 38


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    Managed Service - Application   TSA   None   Fixed
Infrastructure    Managed Service - Infrastructure   TSA   None  
Infrastructure    Managed Service - Security   TSA   None  
Application-Infrastructure    Corel Video Studio Pro   TSA   None  
Application    Microsoft Dynamics AX - App   TSA   None  
Application-Infrastructure    SharePoint 2007   TSA   None  
Application-Infrastructure    SharePoint 2010   TSA   None  
Application-Infrastructure    Software - Office 365   TSA   None  
Infrastructure    LDAP/Active Directory   TSA   None  
Application-Infrastructure    Cafe Portal   TSA   Follow Up  
Application    SAP - Financial Accounting (FI) v6.0 EHP6   TSA   Logically separate   Fixed
Application    ACL   Remove   None  
Application    ADP   Independent   None  
Application    Guardian Electronic I9   Independent   None  
Application    DTM3 - Alarm Lock   Independent   None  
Application    Lamb-Weston ASI   Independent   None  
Application    Sapphire v4.3   Remove   Extract Data  
Application-Infrastructure    TMON   Independent   None  
Application    Avanti   Independent   None  
Application-Infrastructure    SMS Launcher   Independent   None  
Application-Infrastructure    BlueBeam PDF Revu   Independent   None  
Application    Lockout Pro   Independent   None  

 

 

 

      Page 39


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    Chesapeake Unclaimed Property Compliance System   Remove   None  
Application    Infofinder   Remove   Extract Data  
Application    SAP - BW - Business Warehouse   TSA   Logically separate  
Application    My Recipe - SuccessFactors   TSA   None   Fixed
Application    SAP - ALM   TSA   None  
Application    Attendance   Independent   none  
Application    Bill of Materials   Independent   None  
Application    Budgeting - Account Management System (AMS)   Independent   Testing Required  
Application    Employee Engagement Tracking   Independent   None  
Application    Employee Kiosk   Independent   None  
Application    Grower Accounting   Independent   None  
Application    Grower Portal   Independent   None  
Application    Local HRMS/Payroll   Independent   None  
Application    LW Earth   Independent   None  
Application    Manifest Application Suite   Independent   None  
Application    Overtime Signup   Independent   None  
Application    Pack Plan   Independent   None  
Application    Park Rapids Grade Load   Independent   None  
Application    Park Rapids Grower Accounting   Independent   None  
Application    Park Rapids Scale Tickets   Independent   None  
Application    Quality Assurance Application Suite   Independent   None  
Application    Raw Grading (Management)   Independent   None  
Application    Shift Reporting (OEE)   Independent   None  
Application    Taber Grading   Independent   None  
Application    Taber Grower Accounting   Independent   None  

 

 

 

      Page 40


     TSA – Annex B     
      Transition Services Agreement Schedule of Services

 

LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    Training Tracking   Independent   None  
Application    Unit Cost   Independent   None  
Application    USDA Grading   Independent   None  
Application    SAP - AP/Treasury   TSA   Logically separate  
Application    CIR - Workflow Internally Developed   Remove   Extract Data  
Application    Agrep / grep   Independent   None  
Application    SAP - BOBJ Crystal Reports XI R2   TSA   Logically separate  
Application    SAP - BOBJ Webi 4.0   TSA   Logically separate  
Infrastructure    Continuant   Remove   None  
Application    Corp Tax   Remove   None  
Application-Infrastructure    Dell\Quest - Foglight/Spotlight - Performance Analysis for SQL   Independent   None  
Application    DS Collaborate - 7.6   Independent   None  
Application    DSFM - Demand Solutions Forecast Management - 9.7   Independent   None  
Application    DSRP - Demand Solutions Requirements Planning - 9.7   Independent   None  
Application    Demand Solutions Forecast Management (DSFM) and Demand Solutions Replenishment (DSRP) - v 12   Independent   None  
Application    Enwisen OffBoarding - v1.0   Remove   None  
Application    Enwisen OnBoarding - v4.5   Remove   None  
Application    Enwisen Total Rewards Statement - v4.0   Remove   None  
Application    Visual Importer   Independent   None  
Application    Processor Link - Fidelis   Independent   None  
Application    SAP - Business Planning & Consolidation (BPC) v 7.5   TSA   Logically separate  
Application    Idera - SQL Admin Toolset   Independent   None  
Application    SAP - CPM   TSA   Logically separate  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    SAP - Data Services   TSA   Logically separate  
Application    SAP - Linkup (Local Check Printing)   TSA   Logically separate  
Application    SAP - MRS Multi Resource Scheduling (MRS)   TSA   None  
Application    SAP - Project Systems/Fixed Assets   TSA   Logically Separate  
Application-Infrastructure    Snag IT   Independent   None  
Application    Secure File Transfer (IPSwitch ws_ftp 12 Professional)   Independent   None  
Application    Edge Chemical Dispensor   Independent   None  
Application    Witness Simulation Software   Independent   None  
Application    LW Colos   Independent   None  
Application    Markem Coders   Independent   None  
Application    SAP - SolMan - Solution Manager   TSA   None  
Application    Visual FoxPro   Independent   None  
Application-Infrastructure    Microsoft Project   Independent   None  
Application-Infrastructure    Microsoft Visio 2010   Independent   None  
Application-Infrastructure    Microsoft Visual SourceSafe 2005   Independent   None  
Application    SAP - TREX - NetWeaver Search and Classification   TSA   None  
Application    Managed Service - BPCS (Intl - Mexico)   TSA   None  
Application-Infrastructure    Software - Office 2010   Independent   None  
Application-Infrastructure    Software - Office 2013   Independent   None  
Infrastructure   

CONTRACTED LABOR-LW

Mainframe Support (InfoSys)

  TSA   None  
Application-Infrastructure    SQL Server Management Studio   Independent   None  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application-Infrastructure    SSAS - SQL Server Analysis Services 2005, 2008, 2012, 2014   Independent   None  
Application-Infrastructure    SSIS - SQL Server Integration Services 2008   Independent   None  
Application-Infrastructure    SSRS - SQL Server Reporting Services 2008   Independent   None  
Application-Infrastructure    Windows SharePoint Services 3.0   Independent   None  
Application-Infrastructure    Yammer   Remove   Remove LW users  
Infrastructure    Microsoft Azure (Lamb-China) - included in MS EA   Independent   None  
Infrastructure    Microsoft Reporting Services (SSRS) 2008   Independent   None  
Infrastructure    Network Cost for Infrastructure as a Service (IaaS)   Independent   None  
Application    NetDocuments   Remove   None  
Application    Phoenix Fuel   Independent   None  
Application    Pentaware (PentaSuite)   Independent   None  
Application    Ariba eProcurement   Remove   None  
Application    Ariba eSourcing - SaaS   Remove   None  
Application    SAP - BOBJ Dashboards 4.0   Remove   Logically separate  
Application    SAP - Xcelsius   Remove   Logically separate  
Application    ScheduleSoft-Lamb Weston   Independent   None  
Application    Send Word Now   Remove   None  
Application    Portfolio Management (Accolade)   Remove   Extract Data  
Application-Infrastructure    Hyena   Remove   None  
Application    SYSTRAN   Independent   None  
Application    Tibersoft   Independent   None  
Application    TimeTrak 10 - timekeeping & scheduling   Independent   None  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    TopsPro   Independent   None  
Application    Tugboat/SOS   Independent   None  
Application    Dairy Comp   Independent   None  
Application    MEI - LW   Independent   None  
Application    Vertex Returns   Remove   None  
Application    Vertex Sales Tax Calculator   Remove   None  
Application-Infrastructure    VMWare Horizon Client   Remove   None  
Application    WinShuttle   Remove   None  
Application    XiBuy   Remove   None  
Application    Teammate   Remove   None  
Application    Zeus for Windows   Independent   None  
Application    CONTRACTED LABOR-Future SAP Ecosystem Support   Independent   None  
Application    SAP - ECC Carve Out - SLO   Independent   None  
Infrastructure    Cloud Services   Independent   None  
Infrastructure    Storage Compute On Prem for Future SAP Ecosystem   Independent   None  
Infrastructure    Cloud Support for ERP - dup   Independent   None  
Application    CONTRACTED LABOR-ASI Staff Aug/SME Legacy Support (T)   Independent   None  
Application    CONTRACTED LABOR-LW Legacy Manufacturing Support (Bill)   Independent   None  
Application    CONTRACTED LABOR-LW Production Support (Bill)   Independent   None  
Application-Infrastructure    Security Implementation   Independent   None  
Infrastructure    Help Desk - Tier Point Outsourced   Independent   None  
Infrastructure    Network/Route/Switch/FireWall   Independent   None  
Infrastructure    EUC (AppV, SCCM)   Independent   None  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Infrastructure    CONTRACTED LABOR-LW Mainframe Support (TCS)   Independent   None  
Infrastructure    Backup Solution   Independent   None  
Infrastructure    Storage Compute On Prem   Independent   None  
Infrastructure    Email/O365   Independent   None  
Infrastructure    CONTRACTED LABOR-LW Mainframe Support (Sirius)   Independent   None  
Infrastructure    BPCS AS400 (Intl - Mexico)   Independent   None  
Infrastructure    Servers (File/Print) (Intl-Mexico)   Independent   None  
Infrastructure    AS400 Robot (Intl-Mexico)   Independent   None  
Application    cVend\cMat   TSA   None  
Application-Infrastructure    Solera DeepSee (Blue Coat SAP Appliance)   TSA   None  
Application    Convey   TSA   None   Fixed
Application    Enwisen - Answersource   TSA   None   Fixed
Application    Workplace   TSA   None  
Application    Kronos 5.2 HTML   TSA   None  
Application    PeopleSoft HR   TSA   None   Fixed
Application    SimplyWell   TSA   None  
Application-Infrastructure    Dameware Mini Remote   TSA   None  
Application    Vertex Sales Indirect Tax O Series   TSA   None   Fixed
Application    Vertex Rate Locator 6.0.5.6.1   TSA   None  
Application    Visier   TSA   None  
Application    GLSU (General Ledger Spreadsheet Uploader) 4.1   TSA   Logically separate   Fixed
Application    Quest Stat   Independent   None  
Application    HR: Payroll - PayMatch Maintenance   Independent   None  
Application    PTMS (Property Tax Management System)   Independent   None  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    Certification (aka AssureNet or CAE) 2.1.0   TSA   Logically separate  
Application-Infrastructure    AppSense   TSA   None  
Application    Astute ePowerCenter   TSA   Follow Up   Fixed
Application-Infrastructure    Jabber   TSA   None  
Application    Concur   TSA   None   Fixed
Application-Infrastructure    Damballa Failsafe   TSA   None  
Application    e.CaseTrack   TSA   None   Fixed
Application-Infrastructure    Cisco Stealthwatch (Lancope Network Monitoring)   TSA   None  
Application-Infrastructure    Cyber-Ark 9   TSA   None  
Application-Infrastructure    FireEye HX (Mandiant host monitoring tools)   TSA   None  
Application-Infrastructure    Firemon   TSA   None  
Infrastructure    Web Proxying (Bluecoat) 5.4   TSA   None  
Infrastructure    Firewalls - Palo Alto VSX R67   TSA   None  
Application-Infrastructure    IBM QRadar   TSA   None  
Application-Infrastructure    WebEx Audio   TSA   None  
Infrastructure    Vendor Remote Access - RAP & Juniper for Vendor QID access   TSA   None  
Application-Infrastructure    GigaMon Network Taps   TSA   None  
Infrastructure    Riverbed HW Maintenance   TSA   None  
Application-Infrastructure    Forensics Software   TSA   None  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application-Infrastructure    FireEye NX   TSA   None  
Application-Infrastructure    Nessus Vulnerability   TSA   None  
Application-Infrastructure    Resilient   TSA   None  
Infrastructure    Load Balancers 2.14.04DL   TSA   None  
Application    SAP - Global Trade Services (GTS)   TSA   None   Fixed
Infrastructure    Cisco SmartNet - AV 9.3   TSA   None  
Infrastructure    Tangoe’s Telecom Expense Management (TEM) service   TSA   None  
Application    Lease Analysis   Independent   None  
Application    EDIX (Intl - Mexico)   TSA   None   Fixed
Application    AutoCAD Plant Design Suite Ultimate   Independent   None  
Application    AutoDesk NavisWorks Freedom   Independent   None  
Application-Infrastructure    Solarwinds   TSA   None  
Application-Infrastructure    WebEx   TSA   None  
Application-Infrastructure    Adobe Products   Independent   None  
Infrastructure    AV/AVI (simple meeting rooms)   TSA   None  
Application-Infrastructure    Cisco_Security_ELA   TSA   None  
Infrastructure    Dell Software EA   TSA   None  
Infrastructure    DR Mainframe (Hardware Support)   TSA   None  
Infrastructure    Mainframe (Hardware Support)   TSA   None  
Infrastructure    e911   TSA   None  
Infrastructure    Intrado e911 Server   TSA   None  
Infrastructure    Cell Phones and Cell Cards - Verizon / Sprint / AT&T/ US Cellular   TSA   None  

 

 

 

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LW Gold Application List            
RATIONALIZATION

Application Category

  

Application Description

  Day 1 Status   Day 1 Work   TSA LW Fixed/Pass Thru
Application    AutoDesk Sketchbook Designer   Independent   None  
Infrastructure    Telephony - 800, Audi Conf., LD, Local Charges Consolidated   TSA   None  
Application    DWG TrueView   Independent   None  
Infrastructure    Citrix   TSA   None  
Infrastructure    Backup systems and Data Domains Symantec and EMC   TSA   None  
Infrastructure    VMWare EA 5.5   TSA   None  
Infrastructure    Microsoft Enterprise Agreement (added 3/3/2016)   TSA   None  
Infrastructure    Stratix contract - RF Device Motorola MC9190 (RF devices/Motorola)   TSA   None  
Infrastructure    APC ISX Manager   TSA   None  
Infrastructure    All Data Line & Internet Charges - Level 3   Independent   None  
Infrastructure    Cisco Call Manager Licenses   TSA   None  
Application    MarkView   TSA   Logically
separate
  Fixed
Application    Supplier Express   TSA   None   Fixed
Application    Synactive - ALM GuiXT   TSA   None   Fixed
Application-Infrastructure    Trend OfficeScan   TSA   None  
Application    APR spend clarity tool   TSA   None   Fixed

The parties agree that this list comprising Appendix 1, while lengthy, may not be 100% complete or accurate. As such, references to this Appendix 1 are understood to include all shared applications in use by the Business as of the six (6) month period up to and including the Distribution Date, whether or not specifically identified in this Appendix1.

 

* To also include shared applications used by employees in support of LW/Spinco business operations but not referenced in Appendix 1.

 

 

 

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12.3 Appendix 3: IT – Labor Rate Card

 

Resource

   Rate  

Internal Resource

     $TBD / hr   

External Resource Onshore

     $TBD / hr   

External Resource Offshore

     $TBD / hr   

12.4 Appendix 4: IT – Incident Management/Service Request Targets and SLAs - insert InfoSys SLA / service level matrix

The following is a list of service targets and SLAs that are implemented to aid in managing and monitoring incidents and service requests. The service targets drive the number and type of notifications sent to support groups and management when an incident is active. All Break fix / Production Support incidents must be logged in CAG/Parents central incident management tool.

How do service targets and SLAs work?

There are two main types of service targets: Response and Restoration.

 

    Response measures how fast an incident is accepted/acknowledged by the support group to which it is assigned. The response service target starts calculating when an incident is first assigned to a support group and stops calculating when the incident is assigned to an individual and the status is changed to In Progress.

 

    Restoration how fast an incident is resolved by the support group. The restoration service target starts calculating when an incident is first assigned to a support group and stops when the incident is resolved.

Service targets and SLAs are based on the priority and service type of an incident and generate certain notifications to keep support groups and the Service Desk informed on how an issue is progressing. There are three service types used in Incident Management: User Service Request, User Service Restoration, and Infrastructure Event.

 

    User Service Restoration - These are break/fix issues initiated by a user

 

    Infrastructure Event - These are break/fix issues that are generated by a technical system such as Patrol or Control-M.

 

    User Service Request - These are requests for something new such as having new software loaded on a computer or requesting a cell phone.

The service type assigned to an incident is identified in the service type field located on the classification tab when viewing an incident in Remedy.

 

 

 

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The User Service Request and Infrastructure Event service types generate two service targets; one for response and one for restoration. The User Service Request service type generates one service target for response. Each target has its own goal which is displayed in the SLM tab. The goal is based on the priority of the incident which is outlined in detail below.

What Communications do Service Targets and SLAs Drive?

Service targets drive several communications in the form of pages and email depending on the priority. The specifics for each target are outlined in detail below.

Priority Weight Matrix

Priority is based on a selection of impact and urgency. The CAG/Parent determines and has the final determination of the severity of the incident, i.e. Critical/High/Medium/Low. The below weight matrix is administered behind the scenes in Remedy to enable the 5 base service targets:

 

    

Impact

Priority Weight   

Excessive/Widespread

  

Significant/Large

  

Moderate/Limited

  

Minor/Localized

Matrix

  

100

  

9

  

7

  

1

Urgency

  Critical    100    Critical    High    High    High
  High    50    Critical    High    High    High
  Medium    10    Critical    Medium    Medium    Medium
  Low    0    Critical    Low    Low    Low

Service Level Matrix

The Acknowledgement Response Time SLA represents the contractual commitment. Acknowledgement Response Time Expectations and the Service Restoration Expectations are considered a measure of user satisfaction. While these measures are not defined as measurable SLAs, the standard of performance is to be consistent with the six months up to and including the Spin.

 

Assigned Priority Level

  

Acknowledgement Response

Time SLA

  

Service Restoration Expectations

  

Priority Definition

Critical

  

100% within

20 minutes 24x7

   2 hours 24x7    Significant operational business impact is already realized and immediate resolution is required to minimize effect of the incident

High

  

100% within

40 minutes 24x7

   4 hours 24x7    Business impact is imminent within 1-2 hours and expeditious resolution is required to avoid affecting business operations

 

 

 

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Assigned Priority Level

  

Acknowledgement Response

Time SLA

  

Service Restoration Expectations

  

Priority Definition

Medium

  

100% within

4 hours 24x7

   8 hours 24x7    Business impact is probable within 2-8 hours

Low

  

100% within

4 hours (M-F, 8-5pm)

   24 hours (M-F, 8-5pm)    Significant impact is unlikely to result within the next 8-24 hours. The issue should be addressed during normal business hours

Service Requests

  

100% within

8 hours (M-F, 8-5pm)

   90% completed successfully by mutually agreed upon date   

 

 

 

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12.5 Appendix 5: TSA Governance

Services defined in this TSA shall be governed by a joint LW/Spinco and CAG/Parent Program Management Office. The TSA Board will be led by designated LW/Spinco and CAG/Parent resources that will collaboratively facilitate the governance process.

The TSA Governance Board will:

 

    Meet regularly (Biweekly initially)

 

    Review scorecard of agreed upon metrics through the duration of the TSA

 

    Serve as a point of escalation regarding services outlined in the schedule of services

 

    Review TSA exit plans

 

    Jointly review, approve and prioritize work requests

 

    Resolve resource constraints in support approved work

Parties will define in Transition Planning escalation protocols to ensure material issues are visible and satisfactorily resolved in a timely manner in accordance with service level agreements.

 

 

 

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