{"id":42939,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/transition-services-agreement-usx-corp-marathon-oil-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"transition-services-agreement-usx-corp-marathon-oil-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/transition-services-agreement-usx-corp-marathon-oil-corp.html","title":{"rendered":"Transition Services Agreement &#8211; USX Corp., Marathon Oil Corp., United States Steel Corp."},"content":{"rendered":"<pre>\n                         TRANSITION SERVICES AGREEMENT\n\n     THIS TRANSITION SERVICES AGREEMENT (\"Agreement\"), dated as of ________,\n                                          ---------                         \n2001, by and between USX Corporation, a Delaware corporation, to be renamed\n\"Marathon Oil Corporation\" (\"USX\"), and United States Steel LLC, a Delaware\n                             ---                                           \nlimited liability company and wholly owned subsidiary of USX, to be renamed\n\"United States Steel Corporation\" (\"SteelCo\").\n                                    -------   \n\n                              W I T N E S S E T H:\n\n     WHEREAS, this Agreement is made pursuant to and as a condition of the\nAgreement and Plan of Reorganization, dated as of July 31, 2001 (\"Separation\n                                                                  ----------\nAgreement\"), by and between USX and SteelCo, pursuant to which the respective\n---------                                                                    \nbusinesses of the Marathon Group of USX and the U.S. Steel Group of USX are\nbeing separated into two independent companies by merging USX Merger\nCorporation, a Delaware corporation and a wholly owned subsidiary of USX\n(\"Merger Sub\"), with and into USX, subject to the terms and conditions thereof,\n  ----------                                                                   \nand pursuant to Section 251 of the DGCL (the \"Separation Merger\"), with USX\n                                              -----------------            \ncontinuing as the surviving corporation, so that immediately following the\nSeparation Effective Time, SteelCo shall own and operate the business of the\nU.S. Steel Group and shall be wholly owned by the holders of the then\noutstanding shares of USX-U.S. Steel Group Common Stock, and the business of the\nMarathon Group shall be owned and operated by USX, which shall be a separate and\nindependent entity from SteelCo and shall be wholly owned by the holders of the\nthen outstanding shares of USX-Marathon Group Common Stock (the \"Separation\");\n                                                                 ----------   \n\n     WHEREAS, prior to the Separation, USX personnel at the Pittsburgh,\nPennsylvania corporate headquarters of USX have provided accounting, audit,\ncorporate finance, government affairs, investor relations, legal, stock\ntransfer, strategic planning, public affairs and tax services, and Marathon Oil\nCompany provided leasing services to USX (the \"Corporate Services\") that\n                                               ------------------       \nprimarily relate to corporate-wide matters and for which the costs are allocated\nbetween the Marathon Group and the U.S. Steel Group;\n\n     WHEREAS, effective upon the Separation Effective Time, each of USX and\nSteelCo will be responsible for its own needs in the area of Corporate Services,\nand USX corporate personnel may be assigned to, and may be employed by, either\nUSX or SteelCo or their respective subsidiaries;\n\n     WHEREAS, in the event that USX or SteelCo is unable to initially service\nits own needs with respect to any Corporate Services, the other company will\nprovide such Corporate Services to the other in accordance with the terms\nhereof, if able to do so;\n\n     WHEREAS, USX's Pittsburgh headquarters has relied on employees of the U.S.\nSteel Group and the Marathon Group for many of its computer applications and\ninformation technology support (the \"Computer Services\"), and USX and SteelCo\n                                     -----------------                       \nshall\n\n \ncontinue providing Computer Services to USX headquarters or the other\nparty hereto on the terms and subject to the conditions contained herein; and\n\n     WHEREAS, the parties further desire to address the status of certain\nTransition Employees that will provide temporary services to USX after the\nSeparation Effective Date.\n\n     NOW, THEREFORE, in furtherance of the foregoing and in consideration of the\nmutual promises and undertakings contained herein and in any other document\nexecuted in connection with this Agreement, the parties agree as follows:\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n\n          Section 1.1 General. Unless otherwise defined herein, capitalized\n                      -------\nterms used herein shall have their respective meanings as defined in the\nSeparation Agreement. For purposes hereof, \"USX Corporate Employees\" shall mean\nall persons employed by USX at or near the Separation Effective Time who are\ndesignated in the payroll records of USX as employees of USX headquarters.\n\n          Section 1.2  Other Definitional Provisions.\n                       ----------------------------- \n\n               (a) The words \"hereof\", \"herein\", \"hereunder\" and words of\nsimilar import, when used in this Agreement, shall refer to this Agreement as a\nwhole and not to any particular provision of this Agreement.\n\n               (b) The terms defined in the singular shall have a comparable\nmeaning when used in the plural, and vice versa.\n\n               (c) The terms \"dollars\" and \"$\" shall mean United States dollars.\n\n\n                                   ARTICLE II\n\n                            SERVICES TO BE PROVIDED\n\n          Section 2.1 Corporate Services and Costs. In the event USX or SteelCo\n                      ---------------------------- \nor their respective subsidiaries is unable to service its needs in any of the\nCorporate Services, such party may request that the other party provide such\nCorporate Services as are specified in a written request, on the terms and\nsubject to the conditions contained herein. The party to whom the request for\nCorporate Services has been made shall provide such Corporate Services on the\nconditions that (i) it determines (in its sole discretion) that it is able to\nperform such Corporate Services, (and it shall notify the requesting party\nwithin ten business days of the date of the written request as to whether or not\nit is able to perform such Corporate Services) and (ii) the party receiving such\n\n                                       2\n\n \nCorporate Services agrees to reimburse the supplying party for all Costs\nincurred in providing such Corporate Services. For purposes herein, \"Costs\"\nshall mean all direct, fixed and variable, costs without allocation of overhead.\nThe party supplying Corporate Services shall provide such Corporate Services on\nterms which are similar in nature, volume and scope to those Corporate Services\nwhich were provided to the requesting party immediately prior to the Separation\nEffective Time, unless otherwise mutually agreed upon by the parties hereto.\n\n          Section 2.2  Computer Services and Costs.  To the extent that USX or\n                       ---------------------------                            \nSteelCo or their respective subsidiaries provides Computer Services to USX\nheadquarters or the other party hereto immediately prior to the Separation, upon\nthe written request of the recipient party to receive such Computer Services on\nthe terms and subject to the conditions contained herein, such party supplying\nthe Computer Services shall continue to provide the Computer Services to the\nreceiving party on the same basis that such services were performed immediately\nprior to the Separation.  The party to whom the request for Computer Services\nhas been made shall provide such Computer Services on the conditions that (i) it\ndetermines (in its sole discretion) that it is able to perform such Computer\nServices (and it shall notify the requesting party within ten business days of\nthe date of the written request whether or not it is able to perform such\nComputer Services), and (ii) the party receiving such Computer Services agrees\nto reimburse the supplying party for all Costs incurred in providing such\nComputer Services.\n\n          Section 2.3  Third-Party Services and Costs.  In the event any of the\n                       ------------------------------                          \nCorporate Services or Computer Services have heretofore been provided by a third\nparty, the sole obligation of USX or SteelCo, as the case may be in supplying\nsuch Corporate Services or Computer Services under this Agreement, shall be to\ncontinue to provide the other party access to the services, as delivered to it\nby the third party, to the extent practicable.  In addition, each of USX and\nSteelCo reserves the right to enter into new subcontract relationships in\nconnection with any Corporate Service or Computer Service provided hereunder.\nUSX or SteelCo, as the case may be, shall not otherwise be liable to the other\nparty in any way with respect to services provided by a third party.  Any party\nreceiving such third party services shall reimburse the other party or pay the\nthird party directly for the cost of such services.\n\n                                  ARTICLE III\n\n                                EMPLOYEE MATTERS\n\n          Section 3.1 Assignment of USX Corporate Personnel. Effective on or\n                      ------------------------------------- \nbefore the Separation Effective Time and in accordance with Section 8.2 of the\nSeparation Agreement, USX Corporate Employees may be assigned to, and may be\nemployed by, either USX or SteelCo or their respective subsidiaries on the basis\nof whether after the Separation Effective Time they will perform services for\nUSX or its subsidiaries or SteelCo or its subsidiaries. USX Corporate Employees\nexpected to perform services for USX or its subsidiaries will be assigned to and\nemployed by USX or\n\n                                       3\n\n \nits subsidiaries; USX Corporate Employees expected to perform services for\nSteelCo or its subsidiaries will be assigned to and employed by SteelCo or its\nsubsidiaries.\n\n          Section 3.2 Exception for Transition Employees. In the event that a\n                      ----------------------------------\nUSX Corporate Employee is not expected to continue to perform services for a\nperiod in excess of one (1) calendar year after the Separation Effective Time\nfor either SteelCo or USX or their respective subsidiaries (\"Transition\nEmployee\"), such Transition Employee will be assigned to and employed by SteelCo\nfor any period of time such Transition Employee performs services for either\nSteelCo or USX or their respective subsidiaries after the Separation Effective\nTime. USX Corporate Employees subject to this exception shall be identified on a\nschedule and agreed to by the parties prior to the Separation Effective Time.\nServices provided by a Transition Employee shall be subject to the terms and\nconditions set forth in this Agreement.\n\n                                   ARTICLE IV\n\n                                    RELEASE\n\n          Section 4.l  USX's Agreement to Release.  USX unconditionally releases\n                       --------------------------                               \nSteelCo and its directors, officers, employees, Representatives, advisors,\nagents and Affiliates (collectively, the \"U.S. Steel Released Parties\") from,\n                                          ---------------------------        \nagainst and in respect of any and all Actions arising out of, relating to or\nresulting from, directly or indirectly, the adequacy, timeliness or other\nquality of the Corporate Services, Computer Services, or services from a\nTransition Employee provided by or through SteelCo (other than as a direct\nresult of the gross negligence or willful misconduct of SteelCo).\n\n          Section 4.2  SteelCo's Agreement to Release.  SteelCo unconditionally\n                       ------------------------------                          \nreleases USX and its directors, officers, employees, Representatives, advisors,\nagents and Affiliates (collectively, the \"USX Released Parties\") from, against\n                                          --------------------                \nand in respect of any and all Actions arising out of, relating to or resulting\nfrom, directly or indirectly, the adequacy, timeliness or other quality of the\nCorporate Services or Computer Services provided by or through USX (other than\nas a direct result of the gross negligence or willful misconduct of USX).\n\n                                   ARTICLE V\n\n                                    LICENSE\n\n          Section 5.1 Grant of License to SteelCo. USX grants to SteelCo and its\n                      ---------------------------   \nsubsidiaries a fully paid, worldwide, nonexclusive license for their internal\nuse only and not as a service bureau, without the right to sublicense or assign,\nin all computer programs, software, source code, and know-how (whether patented,\ntrademarked, copyrighted or not) owned or licensed (to the extent permitted by\nthe terms of such license) by USX or its subsidiaries and utilized in providing\nCorporate Services and Computer Services to SteelCo under the terms of this\nAgreement or to the U.S. Steel Group immediately prior to the date hereof.\n\n                                       4\n\n \n          Section 5.2  Grant of License to USX.  SteelCo grants to USX and its\n                       -----------------------                                \nsubsidiaries a fully paid, worldwide, nonexclusive license for their internal\nuse only and not as a service bureau, without the right to sublicense or assign,\nin all computer programs, software, source code, and know-how (whether patented,\ntrademarked, copyrighted or not) owned or licensed (to the extent permitted by\nthe terms of such license) by SteelCo or its subsidiaries and utilized in\nproviding Corporate Services and Computer Services to USX under the terms of\nthis Agreement or the Marathon Group immediately prior to the date hereof.\n\n          Section 5.3 Disclaimer. With respect to the grant of licenses in this\n                      ----------\nArticle V, no party makes any representation or warranty whatsoever including,\nwithout limitation, suitability, ownership, usefulness, non-infringement or\nexistence.\n\n                                   ARTICLE VI\n\n                               TERM AND AMENDMENT\n\n          Section 6.1 Term. The term of this Agreement shall commence on the\n                      ----\ndate set forth above and shall remain in force until the first anniversary of\nthe date hereof, unless earlier terminated by the mutual agreement of the\nparties. Either party shall have the right to terminate this Agreement in the\nevent of a material breach by the other party upon thirty (30) days' prior\nwritten notice, but only if such breach is not cured prior to expiration of such\nthirty (30) day period. In addition, the party requesting any Corporate\nServices, Computer Services, or the services of a Transition Employee hereunder\nshall have the right to terminate this Agreement with respect to any such\nCorporate Service, Computer Service, or service from a Transition Employee by\nproviding the supplying party with thirty (30) days prior written notice of\ntermination.\n\n          Section 6.2  Amendment.  This Agreement may be amended, modified or\n                       ---------                                             \nsupplemented at any time and shall be evidenced by a written agreement signed by\nall of the parties hereto.\n\n                                  ARTICLE VII\n\n                              BILLING AND PAYMENT\n\n          Section 7.1 Timing and Payments. On or before the 20th day of each\n                      -------------------\nmonth, the party supplying any Corporate Services, Computer Services, or\nservices from a Transition Employee hereunder (collectively, the \"Services\")\nshall invoice the receiving party for all costs incurred in providing Services\nincluding third party invoices received, in the preceding calendar month. Within\nthirty (30) days of the date of each invoice relating to Services provided\nhereunder, the receiving party shall pay the supplying party the amount due by\ncheck or wire transfer. All amounts not paid within such thirty (30) days shall\nbear interest at the rate of twelve percent (12%) per annum (the \"Interest\nRate\"). Interest shall be due on any amount which the receiving party is\notherwise\n\n                                       5\n\n \ndisputing if such charge is ultimately determined to be applicable, but no\ninterest shall apply as to any disputed amounts ultimately determined in the\nreceiving party's favor.\n\n          Section 7.2 Additional Information. If either party believes that\n                      ----------------------  \nthere has been an error in an amount invoiced or paid or the timing of any\npayment hereunder, then such party shall notify the other party of such alleged\nerror and shall provide written evidence of the error as is available at the\ntime of such notice. Each party shall provide the other with sufficient records\nrelating to the matter so as to permit the parties to attempt to resolve the\ninconsistency. Following the determination of whether an error occurred, any\nimproper charge or invoice, overpayment or underpayment found shall be remedied,\nwith interest at the Interest Rate in case of an overpayment or underpayment by\nthe party that benefited from such error. Notwithstanding the foregoing, neither\nparty may question the accuracy, correctness, timing or amount of any payment\nunder this Agreement unless it notifies the other party of its disagreement\nwithin the ninety (90) days immediately following the date such payment was due.\nUpon request of the receiving party, the supplying party shall provide\ncommercially reasonable support for all charges and expenses invoiced.\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n          Section 8.1 Dispute Resolution. Any dispute between the parties shall\n                      ------------------\nbe subject to the Dispute Resolution procedure set forth in Section 15.2 of the\nSeparation Agreement.\n\n          Section 8.2 Expenses. Unless otherwise provided herein, all out-of-\n                      --------    \npocket costs and expenses with respect to the transactions contemplated in this\nAgreement shall be borne by the party incurring such costs and expenses.\n\n          Section 8.3 Records. Each party shall have access to Information in\n                      -------\nthe possession of the other party relating to activities prior to the Separation\nand such Information shall be subject to the confidentiality provisions of\nSection 11.4 of the Separation Agreement. Upon the request of the party seeking\nsuch access, the other party shall make any such Information available or make\ncopies for the requesting party without charge.\n\n          Section 8.4 Governing Law. This Agreement shall be governed by, and\n                      -------------                                           \nconstrued in accordance with, the laws of Delaware, without reference to choice\nof law principles, including matters of construction, validity and performance.\n\n          Section 8.5 Notices. Notices, requests, permissions, waivers,\n                      -------\nreferrals and all other communications hereunder shall be in writing and shall\nbe deemed to have been duly given if signed by the respective persons giving\nthem (in the case of any corporation or limited liability company, the signature\nshall be by an officer thereof) and delivered by hand or by telecopy or on the\ndate of receipt indicated on the return receipt\n\n                                       6\n\n \nif mailed (registered or certified, return receipt requested, properly addressed\nand postage prepaid).\n\n                    If to SteelCo, to:\n\n                         United States Steel LLC\n                         600 Grant Street\n                         Suite 6100\n                         Pittsburgh, PA 15219-4776\n                         Attention: General Counsel\n                         Facsimile: 412-433-1131\n\n                    If to USX, to:\n\n                         Marathon Oil Corporation\n                         5555 San Felipe Road\n                         Houston, TX  77056-2723\n                         Attention: General Counsel\n                         Facsimile: 713-296-4375\n\nSuch names and addresses may be changed by notice given in accordance with this\nSection 8.5.  Copies of all notices, requests, permissions, waivers, referrals\nand all other communications hereunder given prior to the Separation Effective\nTime shall be given to:\n\n                         Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                         4 Times Square\n                         New York, NY 10036-6522\n                         Attention: Roger S. Aaron, Esquire\n                         Facsimile: (212) 735-2000\n\n          Section 8.6  Third-Party Beneficiaries.  Nothing in this Agreement\n                       -------------------------                            \nshall confer any rights upon any Person or entity other than the parties hereto\nand their respective heirs, successors and permitted assigns.\n\n          Section 8.7  Entire Agreement. This Agreement contains the entire\n                       ----------------                                    \nunderstanding of the parties hereto with respect to the subject matter contained\nherein, and supersedes and cancels all prior agreements, negotiations,\ncorrespondence, undertakings and communications of the parties, oral or written,\nrespecting such subject matter.\n\n          Section 8.8  Headings. The article, section and paragraph headings\n                       --------                                             \ncontained in this Agreement are for reference purposes only and shall not affect\nin any way the meaning or interpretation of this Agreement.  All references\nherein to \"Articles\" or \"Sections\" shall be deemed to be references to Articles\nor Sections hereof unless otherwise indicated.\n\n                                       7\n\n \n          Section 8.9   Counterparts.  This Agreement may be executed in one or\n                        ------------                                           \nmore counterparts and each counterpart shall be deemed to be an original, but\nall of which shall constitute one and the same original.\n\n          Section 8.10  Parties in Interest; Assignment; Successors.  Neither\n                        -------------------------------------------          \nthis Agreement nor any of the rights, interests or obligations hereunder shall\nbe assigned by any of the parties hereto without the prior written consent of\nthe other party.  Subject to the preceding sentence, this Agreement shall inure\nto the benefit of and be binding upon SteelCo and USX and their respective\nsuccessors and permitted assigns.  Nothing in this Agreement, express or\nimplied, is intended to confer upon any other Person any rights or remedies\nunder or by reason of this Agreement.\n\n          Section 8.11  Severability; Enforcement. The invalidity of any portion\n                        -------------------------                               \nhereof shall not affect the validity, force or effect of the remaining portions\nhereof.  If it is ever held that any restriction hereunder is too broad to\npermit enforcement of such restriction to its fullest extent, each party agrees\nthat a court of competent jurisdiction may enforce such restriction to the\nmaximum extent permitted by law, and each party hereby consents and agrees that\nsuch scope may be judicially modified accordingly in any proceeding brought to\nenforce such restriction.\n\n          Section 8.12  Remedies. The parties agree that money damages or other\n                        --------                                               \nremedy at law would not be a sufficient or adequate remedy for any breach or\nviolation of, or a default under, this Agreement by them and that in addition to\nall other remedies available to them, each of them shall be entitled to the\nfullest extent permitted by law to an injunction restraining such breach,\nviolation or default or threatened breach, violation or default and to any other\nequitable relief, including specific performance, without bond or other security\nbeing required.\n\n     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be\nduly executed on its behalf by its officers thereunto duly authorized, all as of\nthe day and year first above written.\n\n                                    USX CORPORATION\n                        \n                                    By: __________________________\n                        \n                                    Name: _______________________\n                        \n                                    Title: ________________________\n                        \n                                    UNITED STATES STEEL LLC\n                        \n                                    By: __________________________\n                        \n                                    Name: _______________________\n                        \n                                    Title: ________________________\n\n                                       8<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8124,9175,9203],"corporate_contracts_industries":[9453,9412],"corporate_contracts_types":[9613,9620],"class_list":["post-42939","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marathon-oil-corp","corporate_contracts_companies-united-states-steel-corp","corporate_contracts_companies-usx-corp","corporate_contracts_industries-manufacturing__fabrication","corporate_contracts_industries-energy__refining","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42939","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42939"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42939"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42939"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42939"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}