This TRANSITION SERVICES AGREEMENT (this Agreement), dated as of [●], 2020 (the Effective Date), is entered into by and between Fortive Corporation (Fortive), a Delaware corporation, and Vontier Corporation (Vontier), a Delaware corporation. Party or Parties means Fortive or Vontier, individually or collectively, as the case may be.
W I T N E S S E T H:
WHEREAS, the Parties have entered into that certain Separation Agreement, dated as of the date hereof (the Separation Agreement); and
WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by the Fortive Group to the Vontier Group and by the Vontier Group to the Fortive Group after the Effective Date upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
Section 1.01 Certain Defined Terms.
(a) Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.
(b) The following capitalized terms used in this Agreement shall have the meanings set forth below:
Force Majeure means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.
Fortive Provider means Fortive or a Provider that is a member of the Fortive Group.
Prime Rate means the rate last quoted as of the time of determination by The Wall Street Journal as the Prime Rate in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the bank prime loan rate as of such time, or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Fortive) or any similar release by the Federal Reserve Board (as determined by Fortive).