展览2.02
执行版本
过渡服务协议
本转让服务协议日期为2024年10月30日（以下简称“协议”),由一方为FSE Diya Inc.，一家特拉华州公司（以下简称“买方”），另一方为CVG FSE, LLC，一家特拉华州有限责任公司（以下简称“卖方”），以及Commercial Vehicle Group, Inc.，一家特拉华州公司（以下简称“母公司。
”与卖方一起，合称“各卖方方代理为“卖方方代理方”；
”）。 买方和卖方各自在本文件中被称为“方方当事人”。 在本文件中使用的大写词汇，除非另有定义，否则应具有资产购买协议（下称“该协议”）中所赋予的含义，该协议日期为与本协议相同日期（下称“购买协议买方和卖方订约方之间。
前言
鉴于，在采购协议所预期的交易完成过程中，各方已同意签署本协议，根据该协议，卖方将在过渡期内向买方提供特定服务，买方将在过渡期内向卖方提供特定服务，每一方均应遵守本协议中规定的条款和条件（在提供此类服务时，买方或卖方应如本处所称为“"服务提供者”及在接收此类服务时，卖方方或买方方应如本处所称为“服务接收方”).
协议
鉴于以下承诺和相互约定，买方和卖方各方特此同意如下：
第一部分。服务的提供.
(a)卖方双方同意提供上面规定的服务 附录 A （这个”员工租赁服务”）和 附录 B （这个”其他服务”，再加上员工租赁服务，”卖家服务”) 此处仅供适用之用 其中规定的期限（可根据以下规定提前终止 第 2 (b) 节 要么 第 2 (c) 节），根据本协议中规定的其他条款和条件向买方提供。根据本协议向买方提供员工租赁服务的期限在本协议中称为”员工租赁期。”买方同意提供上面列出的服务 附录 C （这个”买家服务” 并与” 合并卖家服务”，”服务”) 在这里 (附录 A, 附录 B 和 附录 C 此处统称为”服务时间表”）在其中规定的适用期限内（可根据以下规定提前终止 第 2 (b) 节 要么 第 2 (c) 节），根据本协议中规定的其他条款和条件向卖方双方。服务的提供应 (i) 本着诚意提供，如果适用，其方式和时间框架与服务提供商历史上提供的与业务运营相关的服务基本一致，并以与服务提供商历史上在业务运营方面提供的谨慎标准基本相同，但在任何情况下都不低于符合良好商业惯例的合理谨慎标准；(ii) 遵守所有适用法律；以及 (iii) 符合适用的规定服务计划中规定的规范（如果有）。不管怎样
相反，在此情况下，（x）服务提供商不需要提供任何服务，只要提供此类服务将要求服务提供商违反与提供此类服务相关的任何适用法律（在这种情况下，服务提供商应尽商业上的合理努力安排一种替代方法来交付此类服务，该方法不违反适用法律，并在适用法律、软件许可证或其他协议下最大程度地实现本服务协议关于此类服务的意图），以及（y）如果相关人员从买方辞职或因原因被解雇，则买方不需要提供与Timothy Wright和/或Minja Zahirovic相关的买方服务。
(b)除非明确规定 第1(a)项本权证，各方未对提供的服务做出任何形式的陈述或担保，包括但不限于适销性或特定用途的任何担保，明示或默示，这些担保明确不被承认。尽管本协议或任何附表中的任何条款与其他情况相抵触，任何一方、其关联公司或各自的代表均不应对任何间接、特别、附带或后果性的损害负责（在每种情况下的除外情况包括但不限于（i）支付给第三方和/或（ii）由此产生或由此带来的欺诈或故意违反其在本处的义务），无论基于合同、侵权行为（包括过失和严格责任）或任何其他法律理论，在任何保修下或其他起因于或涉及服务的情况下。 为了避免疑问，本处使用的“损失”一词应按照购买协议中规定的含义，但受前述限制所约束。 除支付本协议项下所欠金额外，每方对于任何原因并基于任何诉因，除违约外，均应始终并合计金额受到限制，该限制不适用于各方的 第8部分各方的赔偿义务规定 第6部分，或在任何一方欺诈、故意不当行为或重大过失的情况下，任何原因和依据的任何赔偿请求，始终一贯被限制在此协议项下之前由该方支付或向该方支付的金额。
第二部分。条款和终止.
(a)本协议自即日起生效，并在提供本协议项下的所有服务到期或终止之日起继续有效； 在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时；，本协议未根据此提前终止 第2节.
(b)服务接收方可随时终止本协议项下的一个或多个服务项目，需在生效日前至少提前三十（30）天书面通知服务提供方。为避免疑义，如果服务接收方交付
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如果在某月的第一天之前的不足三十（30）天内发出终止通知，则服务项目的终止将在该月后紧随的月份的第一天生效，除非服务提供者同意更早终止该服务。
(c)各方得以在对方未能如本协议所规定的那样认真遵守或履行，或对方在实质上违反本协议规定的该方的任何契约、义务或协议的情况下，提供书面通知以有原因地终止本协议，该等未能继续持续未得到纠正的期间为30天（如能够纠正则进行）。
(d)The Parties understand and agree that Sections 1(b), 3, 4 (with respect to compensation accrued prior to such termination), 5, 7, 8 and 9 hereof shall survive the termination or expiration of this Agreement indefinitely.
Section 3.Responsibility for Wages and Fees. For such time as any employees of the Service Provider are providing the Services to the Service Recipient under this Agreement, (a) such employees will remain Form W-2 employees of the Service Provider, and shall not be deemed to be employees of the Service Recipient for any purpose, and (b) subject to Section 4, the Service Provider shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance, and worker’s compensation and the withholding and payment of applicable Taxes relating to such employment. Subject to the requirement that the Service Recipient reimburse the Service Provider for Out-of-Pocket Expenses as set forth in Section 4(b), if the Service Provider employs any third-party service providers or subcontractors to provide any of the Services, the Service Provider shall be solely responsible for the payment of all fees and other amounts owed to such third-party service providers or subcontractors in connection with the provision of such Services.
Section 4.Compensation.
(a)Employee Leasing Services.
i.The amounts to be paid by Buyer for the Employee Leasing Services shall consist of (i) the Payroll Employee Costs (as defined below) and (ii) the Non-Payroll Employee Cost (as defined below). “Payroll Employee Costs” means the following direct expenses incurred by the Seller Parties with respect to each Leased Employee during the Employee Leasing Period (as defined in Exhibit B) (without duplication): (i) all compensation payable to the Leased Employees, including but not limited to, all salary, wages and bonus payments; (ii) actual payroll taxes and employment-related taxes incurred by the Seller Parties with respect to the compensation described in clause (i); (iii) all health, life, accident and disability insurance premiums or charges and all insurance expenses whatsoever; (iv) all 401(k) or other retirement or savings plan contributions made by the Seller Parties; and (v) third-party workers’ compensation premiums; provided that (x) Payroll Employee Costs shall
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only include such costs incurred with respect to the Leased Employees for the Employee Leasing Period, (y) any payments (including annual bonuses) and costs that are determined on an annual basis, or otherwise cover the period prior to the Employee Leasing Period and the Employee Leasing Period, shall be prorated between such periods based on the number of calendar days, and (z) for the avoidance of doubt, Payroll Employee Costs shall not include any transaction bonus, change of control bonus, acceleration of awards, retention bonuses or other similar payments. “Non-Payroll Employee Costs” shall mean the following expenses incurred by the Seller Parties with respect to each Leased Employee during the Employee Leasing Period (without duplication): (i) reasonable and documented out of pocket third party expenses incurred in administering or defending any workers’ compensation claims that arise in connection with an accident or incident occurring during the Employee Leasing Period; (ii) all unemployment compensation charges; (iii) all business, travel, and employment-related expenses incurred by any Leased Employees in performing Services for Buyer during the Employee Leasing Period; (iv) to the extent not provided for above, the total cost to the Seller Parties of employee benefits to such Leased Employees during the Employee Leasing Period pursuant to the employee benefit plans of the Seller Parties; and (v) to the extent not provided above, all other reasonable and documented out-of-pocket external costs and expenses paid to third parties, if any, incurred by the Seller Parties arising from the Seller Parties’ continued employment of the Leased Employees during the Employee Leasing Period for the purpose of providing Employee Leasing Services under the Agreement; provided that (w) Non-Payroll Employee Costs shall only include such costs incurred with respect to the Leased Employees for the Employee Leasing Period, (x) any payments or costs that are determined on an annual basis, or otherwise cover the period prior to the Employee Leasing Period and cover the Employee Leasing Period, shall be prorated between such periods based on the number of calendar days and (y) for the avoidance of doubt, Non-Payroll Employee Costs shall not include any internal costs (including, without limitation, the cost of providing internal resources and payroll costs of employees of the Seller Parties other than the Leased Employees). Payroll Employee Costs and Non-Payroll Employee Costs are referred to herein collectively as “Employee Costs”.
ii. Payroll Employee Costs shall be the actual amount of each payroll for the Leased Employees during the Employee Leasing Period and shall be invoiced separately from the Non-Payroll Employee Costs.
iii. The Seller Parties shall invoice Buyer for the Payroll Employee Costs on Tuesday before each pay date, and Buyer shall pay each such invoice by Wednesday before each pay date in immediately available
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funds. The Seller Parties shall invoice Buyer monthly for Non-Payroll Employee Costs and Buyer shall pay each such invoice within five (5) Business Days after receiving the invoice in immediately available funds, except to the extent disputed in good faith by Buyer.
(b)Other Services and Buyer Services. The applicable Service Recipient shall reimburse the applicable Service Provider for all reasonable and documented out-of-pocket expenses payable to third parties incurred by the Service Provider in the provision of any Other Service or Buyer Service (the “Out-of-Pocket Expenses”); provided that the Service Recipient shall not be responsible for any individual expense in excess of $5,000 unless the Service Provider obtains prior written consent (e-amil being sufficient) of the Service Recipient, which consent shall not be unreasonably withheld, conditioned or delayed; provided further that if Service Recipient does not consent to any such expense, the Service Provider shall not have any obligation to provide the Service related to the expense for which consent was not provided. The applicable Service Provider shall provide the Service Recipient with a monthly invoice setting forth the amount of any Out-of-Pocket Expenses. The applicable Service Recipient shall pay any such invoice within ten (10) Business Days of receipt of such invoice in immediately available funds to an account specified by the applicable Service Provider. Except for the reimbursement of Out-of-Pocket Expenses, the Services set forth on Exhibit B and Exhibit C shall be provided at no charge to the Service Recipient.
(c)Payment Dispute. If the applicable Service Recipient disputes in good faith any amounts invoiced by the Service Provider pursuant to Section 4(a) or Section 4(b), the Service Recipient shall notify the Service Provider of the amounts in dispute and provide the Service Provider with an explanation of the basis of the dispute. Upon reasonable request by the Service Recipient, the Service Provider shall furnish to the Service Recipient reasonable documentation to substantiate the amounts billed, including listings of the dates and amounts of the Services in question where applicable and reasonably practicable. Upon delivery of such documentation, and before commencing any Action relating to such dispute, the Parties shall first attempt to resolve it by engaging in good faith discussions between representatives of such Parties for a period of 15 days.
Section 5.Indemnification.
(a)Each Party will indemnify, defend and hold harmless the other Parties, their Affiliates and their respective employees, officers, directors, shareholders, members, partners, agents and representatives, from and against any and all Losses arising out of, relating to or resulting from (i) such Party’s material breach of this Agreement and (b) such Party’s gross negligence or willful misconduct in the performance of the Services, except to the extent such Losses are caused by the Service Recipient’s or its Affiliate’s gross negligence or willful misconduct.
(b)In connection with the Employee Leasing Services, Buyer shall indemnify, defend and hold harmless the Seller Parties and their Affiliates and their respective employees, officers, directors, shareholders, members, partners, agents and representatives, from and against any and all Losses arising out of, relating to, or resulting from (i) the negligence or
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willful misconduct of Buyer or its agents or employees in connection with the Leased Employees during the Employee Leasing Period; (ii) all injuries or damages to persons or property which relate to or arise out of the Leased Employees and which occurs during the Employee Leasing Period; (iv) the action or inaction of any of the Leased Employees during the Employee Leasing Period; (iii) the failure of any of the Leased Employees to comply with applicable law during the Employee Leasing Period; (iv) all Liabilities asserted by any of the Leased Employees with respect to the Employee Leasing Period, including but not limited to claims by Leased Employees with respect to the Employee Leasing Period under state, federal or local discrimination laws; state, federal or local wage and hour laws; state, federal or local leave laws; state, federal or local workplace safety laws and any other state, federal or local employment laws, and (v) the operation of Buyer’s business by any of the Leased Employees during the Employee Leasing Period, and the performance or non-performance by any of the Leased Employees of any duties or functions by or on behalf of Buyer during the Employee Leasing Period
(c)In connection with the provision of the Other Services, Buyer shall indemnify, defend and hold harmless the Seller Parties and their Affiliates and their respective employees, officers, directors, shareholders, members, partners, agents and representatives, from and against any and all Losses arising out of, related to or resulting from any Third-Party Claim by the applicable licensor alleging violation or breach of the Seller Parties’ license agreement with respect to AutoCAD as a result of providing Buyer with access to AutoCAD hereunder.
(d)With respect to any Third-Party Claims which are subject to the indemnification provisions set forth in the foregoing clauses (a)-(c), the provisions of Section 6.3 of the Purchase Agreement shall apply, mutatis mutandis.
Section 6.Cooperation. The Parties agree to cooperate with each other in connection with the provision of the Services hereunder, and each Party agrees to use commercially reasonable efforts in good faith to cooperate with the other Parties in all matters relating to the provision and receipt of such Services.
Section 7.Force Majeure. The obligations of the Service Provider under this Agreement shall be suspended during the period and to the extent that such Party is prevented or hindered from complying therewith by any causes or beyond its reasonable control including, without limitation: (i) acts of God, (ii) weather conditions, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) actions, embargoes or blockades in effect on or after the date of this Agreement, (v) national or regional emergency, (vi) strikes, labor stoppages or slowdowns or other industrial disturbances, (vii) pandemics, and/or (viii) shortage of adequate power or transportation facilities. In such event, the Party whose obligations are suspended shall give notice of suspension as soon as reasonably practicable to the Party to which such obligations are owed stating the date and extent of such suspension and the cause thereof, and shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause.
Section 8.Confidentiality.
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(a)During the term of this Agreement and for five (5) years thereafter, the Parties shall maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved (any such information, “Confidential Information”). Each Party shall use the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the Parties (including the Purchase Agreement), any Party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement, the Purchase Agreement and/or the Transaction Documents or enforcing its rights thereunder (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Affiliates and their respective employees, contractors or other representatives (collectively “Representatives”) who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 8 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons. Notwithstanding the foregoing, any Party may disclose the Confidential Information of another Party in the following circumstances, provided that such Party shall, to the extent reasonably possible and permitted by applicable law, first promptly notify the other Party of such intended disclosure and shall cooperate in seeking any limitations on such disclosure and/or protective measures for disclosed information: (a) in response to a court order or formal discovery request; (b) if a request is made by any governmental authority; and (c) as otherwise required by applicable law.
(b)Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or becomes publicly known through no act of the Receiving Party or its Affiliates or Representatives in breach of this Section 8; (ii) was rightfully received from a third party without a duty of confidentiality; or (iii) was developed by it independently without any reliance on the Confidential Information. Confidential Information may not be reproduced, except as required for the Permitted Purpose. Upon demand by the disclosing party at any time following termination or expiration of an applicable service, or upon expiration or termination of this Agreement, the Receiving Party agrees promptly to return or destroy, at the disclosing party’s option, all materials that disclose or embody Confidential Information. The Receiving Party agrees not to remove any proprietary-rights legend from, and upon the disclosing party’s reasonable request, shall add such legend to materials disclosing or embodying Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.
Section 9.Miscellaneous. The provisions of Article 7 of the Purchase Agreement are hereby incorporated by reference and shall apply to this Agreement mutatis mutandis; provided that any references to “this Agreement” therein shall refer to this Agreement.
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Section 10.Counterparts. This Agreement may be executed in several counterparts (any of which counterparts may be delivered by facsimile, portable document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (including DocuSign)), each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by all of the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a Party’s intent or the effectiveness of such signature.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
FSE Diya Inc.
By: /s/ Vijay Mony
Name: Vijay Mony
Title: Chief Executive Officer
Name: Vijay Mony
Title: Chief Executive Officer
CVG FSE, LLC
COMMERCIAL VEHICLE GROUP, INC.
Signature Page to Transition Services Agreement