Master Transition Services Agreement



 Exhibit 10.2 
  
 MASTER TRANSITION SERVICES AGREEMENT 
  
 This MASTER TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into on this 22nd day of October,
2004 (the “Effective Date”) by and between CARGILL, INCORPORATED, a Delaware corporation (hereafter “Cargill”) and THE MOSAIC COMPANY, a Delaware corporation (formerly known as GLOBAL NUTRITION SOLUTIONS, INC.) (hereafter
“Mosaic”). 
  
 WITNESSETH: 
  
 WHEREAS, pursuant to the terms of the Agreement and Plan of Merger and
Contribution dated as of January 26, 2004 by and among Cargill, Mosaic and IMC Global Inc., a Delaware corporation (“IMC”) (the “Merger Agreement”), Cargill and IMC will, contemporaneously with the effectiveness of this
Agreement, combine their respective worldwide fertilizer businesses (the “Business Combination”); 
  
 WHEREAS, Cargill and its controlled Affiliates have agreed to provide to Mosaic and its Affiliates certain services described on various Work
Orders to be entered into between the parties, from time to time, after the Effective Date hereof, as more fully described herein (the “Transition Services”); 
  
 WHEREAS, in addition to the performance of Transition Services, Cargill desires to make available to Mosaic, as an
Affiliate of Cargill, the ability to purchase various products or services under one or more “master agreements” entered into between Cargill and certain third parties, and Mosaic desires to make available to Cargill, as an Affiliate of
Mosaic, the ability to purchase various products or services under one or more “master agreements” entered into between Mosaic and certain third parties; and 
  
 WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning ascribed to
them in the Merger Agreement. 
  
 NOW, THEREFORE, and in
consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows: 
  
 1. Transition Services; Limitations. 
  
 A. Subject to the terms of this Agreement, Cargill agrees to provide (or shall cause one or more of its Affiliates to provide) Transition Services for and
on behalf of Mosaic and its Affiliates as more fully described in one or more “Work Orders” entered into between the parties in the form set forth in Schedule 1 attached hereto. The parties may enter into individual Work Orders to be
effective as of the Effective Date or, if not entered into as of the Effective Date, at any time subsequent thereto during the term of this Agreement. The provider of a Transition Service (either Cargill or one of its Affiliates, as applicable)
hereunder may sometimes be referred to as “Service Provider” and the recipient of a Transition Service hereunder (either Mosaic or any of its Affiliates, as applicable) may sometimes be referred to as “Service User.” 

 









 Cargill and its Affiliates shall not have any obligation to supply Transition Services hereunder (i) that are not of the
type presently being supplied by Cargill or its Affiliates to the Cargill Fertilizer Businesses prior to the Business Combination, or (ii) if Cargill has notified Mosaic of its inability to obtain a third party’s consent which is necessary for
Cargill to provide such Transition Services despite Cargill’s reasonable efforts to obtain it. 
  
 B. In providing the Transition Services contemplated under this Agreement, Cargill, as deemed necessary or appropriate in its reasonable discretion, may:
(i) use its own personnel, or (ii) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to Cargill’s own businesses or are reasonably necessary for the efficient
performance of any Transition Service. 
  
 C. Mosaic shall be
responsible for complying with regulatory requirements in relation to the performance of Transition Services by Cargill, and Cargill shall be responsible for complying with regulatory requirements and other restrictions communicated to Cargill by
Mosaic with as much prior notice as is reasonably practical. When feasible or at the request of Cargill, Mosaic agrees to provide Cargill with written instructions on restrictions regarding compliance with any such regulatory requirements and any
changes thereto. If Cargill determines that compliance with any such regulatory requirements or changes thereto will materially increase Cargill’s costs of providing Transition Services, Cargill shall have the right to increase the charges set
forth in the applicable Work Order. If Mosaic disputes the increased charges it shall have the right to terminate the specific Transition Service early without penalty, notwithstanding the provisions of Section 3. 
  
 D. Cargill and Mosaic acknowledge that Transition Services provided pursuant
to this Agreement shall constitute related party transactions and that each Work Order shall be subject to the approval by the non-associated directors of the Mosaic board appointed by IMC (the “Mosaic Independent Committee”), as such
approval process is more fully contemplated in the Merger Agreement. No Work Order shall be effective between Cargill and Mosaic until and unless it has been approved by the Mosaic Independent Committee even if such Work Order has been signed by the
parties. 
  
 E. Any inconsistency or conflict between the terms of
this Agreement and any Work Order entered into between the parties shall be construed in accordance with the terms set forth in the Work Order, provided however, that the parties shall not have the ability to modify or alter Sections 9 or 10 of this
Agreement without a written amendment signed by authorized officers of each company. 
  
 2. Participation in Master Agreements. 
  
 A. Cargill agrees to make available to Mosaic, and Mosaic agrees to make available to Cargill, the opportunity for the other party (a “Participating Affiliate”) to participate under various strategic
sourcing or master agreements (each a “Master Agreement”) whereby the Participating Affiliate may procure various products and/or services from certain third party vendors or service providers. Cargill and Mosaic agree to cause each
party’s procurement professionals to work together during the term of this Agreement to identify opportunities where cost savings may be achieved by the other party through participation under such Master 
  

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 Agreements. To the extent new Master Agreements are entered into by either party during the term hereof, each party shall
use reasonable efforts to provide for its Affiliates’ participation under such agreements. Notwithstanding anything else herein to the contrary, it shall not be a default of either party hereunder if such party is unable to negotiate with a
third party to permit Affiliates to participate under a Master Agreement. 
  
 B. To the extent Cargill or Mosaic, as the case may be, participates as an Affiliate under a Master Agreement entered into by the other party, such Participating Affiliate shall (i) be solely responsible for complying
with the terms and conditions required under such contract, (ii) ensure that its employees who are responsible for the performance under such contract are knowledgeable about its terms, and (iii) sign any documentation reasonably required by the
counterparty to such Master Agreement acknowledging its agreement to comply with the terms and conditions set forth therein. Unless otherwise determined by the parties, a Participating Affiliate shall be responsible for payment directly to the
vendor or third party service provider supplying the applicable Product or service being purchased by the Participating Affiliate. 
  
 C. In the event of a breach or default of a Participating Affiliate under a Master Agreement, the Participating Affiliate shall be responsible for any
damages or liability to the applicable Cargill or Mosaic entity who is the contract party in privity under such Master Agreement or to any third party, as applicable, arising from or in connection with such breach or default. 
  
 D. Neither party shall terminate or materially alter the terms of a Master
Agreement if the other party is an active Participating Affiliate under such Master Agreement without keeping the other party informed in advance as to the proposed termination or modification, as applicable. In the case of a proposed termination of
a Master Agreement, the parties agree to work together in good faith in an effort to allow a Participating Affiliate the right to continue its relationship with the third party vendor or service provider should it desire to do so, provided however,
that nothing in this Agreement shall require either party to enter into, renew, maintain or extend a contractual relationship with a third party. 
  
 E. Each Participating Affiliate shall have the right to receive from the other party any rebates which the other party may receive as a direct result of
the Participating Affiliates participation under a Master Agreement. Rebates, if any, shall be paid to the Participating Affiliate by the party in privity of contract within thirty (30) days after receipt of the same from the applicable vendor or
third party service provider. 
  
 3. Term of Agreement;
Termination. 
  
 A. This Agreement shall commence on the
Effective Date and shall continue in effect for a period of eighteen (18) months. For each Work Order entered into between Cargill and Mosaic hereunder, the obligation of Service Provider to provide Transition Services will remain in effect until
the earliest to occur of (i) the date specified on a specific Work Order for the relevant Transition Services therein, which shall in no event be a date later than eighteen (18) months after the Effective Date, or (ii) the date on which Service
User, by ninety (90) days advance written notice to Service Provider (180 days advance notice in the case of termination of a Work Order by Mosaic in Brazil, Argentina or Mexico), terminates the Transition Service. The 
  

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 termination of this Agreement shall not affect any products or services ordered, but not yet delivered to a Participating
Affiliate under a Master Agreement prior to the termination of this Agreement which shall nonetheless be delivered as originally contemplated. The parties may mutually agree in writing to extend this Agreement beyond 18 months by executing an
amendment hereto signed by authorized officers of each party hereto. Cargill and Mosaic agree to meet during each six-month anniversary after the Effective Date to generally discuss Mosaic’s needs for Transition Services for the upcoming
six-month timeframe in order to allow each party sufficient ability to plan for the demand for the anticipated level of Transition Services. Mosaic acknowledges that Cargill will need to receive prior notice from Mosaic at least six months prior to
extension in order to provide services in certain countries, particularly Argentina, Brazil and Mexico. 
  
 B. Either Mosaic or Cargill may, by providing written notice to the other party, terminate this Agreement if the other party is in material breach or
default of its obligations hereunder and such party has failed to cure the alleged breach or default within thirty (30) days (or in the case such breach could not be reasonably cured within such thirty day period, began substantial efforts to cure
the breach) after receipt of notice of such breach from the other party. 
  
 C. Unless otherwise provided by a party in a written notice of termination, the termination of this Agreement shall also terminate each party’s ongoing ability to participate as a Participating Affiliate under
the other party’s Master Agreements. Should Cargill or Mosaic fail to be Affiliates of each other during the term of this Agreement, the parties’ ability to participate in future purchases of products and/or services under such Master
Agreements shall terminate unless otherwise agreed to by the parties in writing. Termination of the strategic purchasing relationship contemplated in Section 2 shall not affect any purchases of goods and/or services made by the Participating
Affiliate prior to the termination of such relationship, which will continue to be governed by this Agreement. 
  
 D. Mosaic and Cargill shall designate a representative to act as its primary contact person with respect to the provision of all Transition Services and
participation under Master Agreements as more fully contemplated under this Agreement (each such person being a “Responsible Person”). The initial Responsible Person for Mosaic shall be Richard L. Mack and for Cargill shall be Linda L.
Cutler. 
  
 4. Cost of Transition Services and
Post-Transition Services. 
  
 A. In consideration for the
performance of each Transition Service provided hereunder, Mosaic agrees to pay to Cargill the service fees set forth in the applicable Work Order entered into between the parties (hereafter “Costs”), which Cargill hereby represents are
good faith estimates of the actual costs incurred by the Service Provider in providing such Transition Services and are determined using allocation practices which are generally consistent with those used by Cargill and the Cargill Fertilizer
Businesses prior to the Business Combination. Any taxes (other than income taxes) assessed on the provision of Transition Services hereunder shall be paid by Mosaic. 
  
 B. Notwithstanding the termination or expiration of a Work Order to this Agreement, should the parties agree that Cargill
will provide Transition Services beyond the 
  

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 stated transition period in a particular Work Order, Cargill and Mosaic will agree on the terms of such services,
including the fees to be paid by Mosaic. In such case, the fees for services which constitute post-Transition Services performed by Cargill or its Affiliates after the termination or expiration of an applicable Work Order will be based on prevailing
market rates for comparable services offered by third parties, as well as Cargill’s resource availability and actual costs to provide such services to Mosaic and its Affiliates, which may not be consistent with the allocation practices used by
Cargill and the Cargill Fertilizer Businesses prior to the Business Combination. 
  
 5. Invoices; Audit and Disputes. 
  
 A. Unless otherwise set forth in a Work Order, Service Provider shall invoice Service User monthly for Transition Services provided during the preceding month. All invoices shall reflect in reasonable detail the
nature and quantity of the Transition Services rendered during the previous month and the charges for the Transition Services. Service User agrees to pay the amounts invoiced to Service Provider within thirty (30) days after Service User’s
receipt of each invoice. Service User shall have the right, at its own cost and expense, at any time not later than six (6) months after the termination of any Transition Service, upon reasonable prior written notice to Service Provider, to request
an audit to be performed by outside auditors (who shall be reasonably acceptable to Service Provider and who shall execute confidentiality agreements acceptable to Service Provider) of the books and records of Service Provider to the extent they
relate to such Transition Service in order to verify the accuracy of any invoices submitted to Service User. The parties agree to accept the determination of the outside auditors as final and binding. Any amounts due and owing to a party as the
result of such determination shall be paid within thirty (30) days of receipt of the outside auditors’ report. 
  
 B. If Service User shall in good faith dispute any material item(s) on an invoice, Service User shall be entitled to withhold payment of such disputed
amount and shall provide a written explanation of the reason the item is disputed to Service Provider’s Responsible Person. Upon receipt of any such notice, the Responsible Person for each of Service Provider and Service User will in good faith
attempt to resolve such dispute. In the event such Responsible Persons are unable to resolve such dispute within thirty (30) days of receipt of the notice, the matter shall be resolved through the audit procedure set forth in Section 5(A) above or a
Responsible Person shall provide written notice to the other party requesting that such dispute be submitted to the dispute resolution procedures set forth in Section 13 of this Agreement. 
  
 C. To the extent Service Provider has audit rights with respect to a
Transition Service supplied by a Third Party Supplier (as hereinafter defined), Service Provider agrees to reasonably cooperate with Service User, at Service User’s expense and reasonable request, to exercise such audit rights with respect to
costs paid by Service User in connection with such Transition Service. Should an outside audit of the Transition Services find that Service Provider has overcharged for Transition Services, Service Provider shall be responsible for the fees of the
outside auditor retained by Service User and, absent such determination, Service User shall be responsible for such auditor’s fees. 
  
 6. Cooperation. The parties will use reasonable good faith efforts to cooperate with each other in all matters relating to the provision and
receipt of Transition Services and 
  

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participation by either party under a Master Agreement. Service User agrees to provide such facilities, information, books, records, files, supplies, etc.,
as may be reasonably necessary for Service Provider to provide the Transition Services contemplated in any Work Order and Service User shall provide, from time to time, timely decisions on such matters as required for the performance of the
Transition Services by Service Provider. 
  
 7.
Confidentiality. 
  
 A. The parties agree to treat (and
to cause their respective Affiliates to treat) as confidential the other party’s Confidential Information and property and not to use or disclose Confidential Information to third parties or employees other than those who are on a need-to-know
basis, except as may be necessary in the performance of Transition Services, the participation under Master Agreements, or as may be required by Law, during the term of this Agreement and during the five (5) year period following the termination or
expiration hereof. 
  
 B. “Confidential Information” may
include any information conveyed to or learned by, or in the possession of, the other party or its Affiliates in connection with the performance of this Agreement including, without limitation, the other party’s or its Affiliate’s business
plans or strategies, finances, financial performance, financial information, plant information, processes, products, costs, equipment, operations, environmental matters, employment matters, customers, intellectual property, know-how, trade secrets,
data, samples, specifications, designs, methods, formulae and other technical information, business information and other information related to a party’s business affairs. 
  
 C. The obligations set forth in this Section 7 shall not apply to (i) the information of the disclosing party that is, or
through no fault of the receiving party, becomes, publicly available, (ii) information which lawfully becomes available, without restriction on disclosure or use, from a third party, (iii) information already in the receiving party’s possession
when the information is disclosed and not subject to obligations of confidentiality and (iv) information that is independently developed by or on behalf of the receiving party by persons without access to the disclosing party’s confidential
information. 
  
 D. If Confidential Information is supplied to a
receiving party by a third party having legal right to disclose it, then: (i) the receiving party shall have the right to use that portion of the Confidential Information so disclosed in connection with work done for that third party; and (ii) such
disclosure by that third party; if made in confidence, shall not make that portion of the Confidential Information available to the public, and shall not relieve the receiving party of its obligations under this Agreement. 
  
 E. If Mosaic is required by law or court order to disclose Confidential
Information, Mosaic shall give Cargill prompt notice of such requirement so that an appropriate protective order or other relief may be sought. 
  
 F. Except as provided herein, nothing in this Agreement shall be construed as granting a license or other right to a party’s confidential information
to the other party, it being acknowledged that each party reserves all rights to its respective confidential information. 
  

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 G. Cargill acknowledges that it may receive or have access to material nonpublic information of Mosaic
during the performance of Transition Services under one or more Work Orders entered into pursuant to this Agreement. Cargill agrees to, and shall cause its subsidiaries to, implement policies and procedures designed to restrict the ability of those
employees or consultants of Cargill and its subsidiaries having access to material nonpublic information from trading in the securities of Mosaic in accordance with applicable law. Cargill and its subsidiaries shall implement a reasonable training
program to ensure that their employees having access to Mosaic material nonpublic information are aware of insider trading laws and the limitations imposed by this Agreement. 
  
 8. Compliance with Laws and Regulations. Service User will use the Transition Services and Service Provider
shall provide the Transition Services only in accordance with applicable Laws. Each party reserves the right to take all actions, including termination of any particular Transition Service, upon as much notice to the other party as reasonably
possible, without penalty or liability to the other party, that is reasonably believed to be necessary to assure compliance with applicable Laws. 
  
 9. Warranties; Indemnification. 
  
 A. CARGILL WARRANTS THAT THE TRANSITION SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND
WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, CARGILL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF. 
  
 B. NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION IN ANY MANNER WITH RESPECT TO ANY GOODS AND/OR SERVICES PROCURED BY A
PARTICIPATING AFFILIATE UNDER A MASTER AGREEMENT ENTERED INTO WITH ANY THIRD PARTY, EACH PARTY ACKNOWLEDGING THAT IT SHALL HAVE RECOURSE SOLELY TO THE APPLICABLE THIRD PARTY SUPPLIER OF SUCH PRODUCT OR SERVICE. Should a Participating Affiliate under
a Master Agreement need the assistance of the party in privity of contract under a Master Agreement, the contract party shall cooperate with the Participating Affiliate in preserving the Participating Affiliate’s rights under the Master
Agreement so long as it is at the sole cost and expense of the Participating Affiliate. 
  
 C. Subject to the limitations set forth in Section 10 herein, Mosaic agrees to defend, indemnify and hold harmless Cargill and its Affiliates and their respective directors, officers, employees and agents
(collectively, “DOEAs”) from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or injuries (including costs of defense and investigation) (collectively
“Damages”) incurred by Cargill, its Affiliates or their respective DOEAs in the performance of the Transition Services hereunder or for any breach by Mosaic as a Participating Affiliate under any Cargill Master Agreements; provided,
however, the foregoing indemnity shall not apply to any such Damages to the extent 

  

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 caused by acts or omissions of Cargill, its Affiliates or their respective DOEAs constituting gross negligence or willful
misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals,
aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses. 
  
 D. Subject to the limitations set forth in Section 10 herein, Cargill agrees to defend, indemnify and hold harmless Mosaic
and its Affiliates and their respective DOEAs from and against any and all Damages incurred by Mosaic, its Affiliates or their respective DOEAs arising out of or in connection with the gross negligence or willful misconduct by any Service Provider
during the performance of Transition Services hereunder or for any breach by Cargill as a Participating Affiliate under any Mosaic Master Agreements. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage
to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related
claims, losses, liabilities, damages and expenses. 
  
 E.
Notwithstanding anything to the contrary contained herein, to the extent that Cargill utilizes third parties to provide Transition Services hereunder, Cargill shall not have any liability to Mosaic or their respective DOEAs for the acts and
omissions of such Third Party Suppliers (as hereafter defined); provided, however, if Mosaic, any of its Affiliates or any of their respective DOEAs suffer Damages, due to an act or omission of a Third Party Supplier which gives rise to a claim
against the Third Party Supplier pursuant to the applicable agreement, Cargill will present a claim to the Third Party Supplier on behalf of Mosaic to the extent permitted under Cargill’s agreement with the Third Party Supplier and will pursue
the claim in the same manner that Cargill would pursue a claim with respect to its other businesses, and any recovery shall be remitted to the affected indemnitee(s). 
  
 F. The provisions of this Section 9 shall survive the termination of this Agreement. 
  
 10. LIMITATION OF LIABILITY AND DISCLAIMER OF CERTAIN TYPES OF
DAMAGES. 
  
 A. EXCEPT IN THE CASE OF EITHER PARTY’S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S LIABILITY FOR ANY BREACH OR DEFAULT ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL DAMAGES INCURRED AS A RESULT OF SUCH BREACH OR DEFAULT. EXCEPT FOR EITHER PARTY’S BREACH
OF PAYMENT OBLIGATIONS ARISING HEREUNDER, IN NO EVENT SHALL A PARTY’S LIABILITY HEREUNDER EXCEED, WITH RESPECT TO ANY SINGLE CLAIM, THE GREATER OF (I) $100,000 OR (II) THE AGGREGATE AMOUNT PAID BY MOSAIC TO CARGILL UNDER THIS AGREEMENT DURING
THE SIX (6) MONTH PERIOD PRECEDING THE ALLEGED BREACH OR DEFAULT. 
  
 B. EXCEPT IN THE CASE OF EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, 

  

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SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REGARDLESS OF THE CLAIM OR CAUSE OF
ACTION, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. Neither party shall have any liability to the other party for losses resulting from acts of unaffiliated third parties, including fraud or theft. 
  
 11. Force Majeure. Neither party shall be liable for any failure to
perform or delay in performing its obligations pursuant to this Agreement to the extent its failure to do so is caused by or results from any act of God; war; riot; fire; explosion; accident; flood; hurricane; sabotage; lack of (despite reasonable
efforts of such party to obtain) adequate fuel; power; raw materials; labor; containers or transportation facilities; breakdown of equipment; failure of third party telecommunications or data processing services or vendors; national defense
requirements; or any other cause or circumstances beyond the reasonable control of the affected party. The party which is rendered unable to perform its obligations as a result of the foregoing shall notify the other party as soon as reasonably
possible to discuss the circumstances and potential solutions of such force majeure event, including reasonable efforts as to mitigation of such force majeure event and provision of substitute Transition Services by a Third Party Supplier, and the
parties shall reasonably cooperate in respect thereto. 
  
 12.
Third Party Suppliers. 
  
 A. Service User understands that
the provision of some Transition Services may involve services historically provided by an unaffiliated third party (a “Third Party Supplier”) to Service Provider or the lease or license of property (including, without limitation, computer
software) to Service Provider by a Third Party Supplier. If permitted by the agreement governing the provision of such services or property by a Third Party Supplier (a “Third Party Agreement”), Service Provider will provide, or arrange
for such Third Party Supplier to provide, such Transition Service for Service User in accordance with the terms of this Agreement; provided, however, if the provision of such Transition Service would result in the breach of the terms of such Third
Party Agreement, then Service Provider shall be relieved of its obligation to provide such Transition Service and shall instead use its commercially reasonable best efforts to assist Service User in obtaining an amendment to such Third Party
Agreement or such other authorization from such Third Party Supplier which would allow Service Provider to provide such Transition Service in accordance with the terms of this Agreement. In the event that Service Provider is unable to obtain an
amendment of such Third Party Agreement or an authorization from such Third Party Supplier that would allow Service Provider to provide such Transition Service to Service User, Service Provider shall use its commercially reasonable best efforts to
assist Service User in obtaining a similar service (in both quality and quantity) from a Third Party Supplier. Service User shall be solely responsible for the cost of any such Third Party Supplier Transition Services. 
  
 B. At its option and upon reasonable notice to Service User, Service Provider
may terminate or fail to renew any Third Party Agreement and contract with another Third Party Supplier to provide the affected Transition Service or, alternatively, perform such Transition Service itself. 
  

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 13. Mutual Dispute Resolution. Any dispute or difference arising subsequent to the Effective Date
out of or in connection with this Agreement or the formation of this Agreement (including any contested claim for indemnification pursuant to Section 9), shall be first submitted for resolution pursuant to the following procedure. First, a senior
executive officer for each party will meet in person to resolve the dispute within ten (10) days after written notice of such dispute is provided by a party to the other party hereunder. If the executive officers are unable to resolve the dispute
within five (5) days after their meeting, the Chief Executive Officers of each party shall promptly attempt to resolve the dispute. If the Chief Executive Officers are unable to resolve the dispute within thirty (30) days following the original
notice of the claim or dispute, then either party may seek any remedy available under Law, including bringing an action for relief in any court having appropriate jurisdiction. 
  
 14. Amendment. This Agreement may be amended, modified or supplemented only by a writing signed by authorized
officers of Cargill and Mosaic. 
  
 15. Notices. Any
notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given (a) when received if given in person or by courier or a courier service, (b) on the date of
transmission if sent by telex, facsimile or other wire transmission (receipt confirmed) or (c) five (5) Business Days after being deposited in the mail, certified or registered, postage prepaid: 
  
 If to Cargill, addressed as follows: 
  
 Cargill, Incorporated 
 15407 McGinty Road West 
 Minneapolis, MN 55440-5624 
 Attn: Deputy General Counsel 
 Telephone: (952) 742-6377 
 Facsimile: (952) 742-6349 
  
 If
to Mosaic, addressed as follows: 
  
 The Mosaic
Company 
 12800 Whitewater Drive, Suite 200 
 Minnetonka, MN 55343 
 Attn: General Counsel 
 Telephone: (952) 984-0250 
 Facsimile: (952) 984- 
  
 16. Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more
instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty. 
  

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 17. Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and permitted assigns, provided, however, that neither this Agreement nor any right or obligation hereunder may be assigned by a party without the prior written consent of the other party, which consent may be
withheld for any or no reason. Mosaic shall remain responsible for the full and timely performance of this Agreement by all Service Users and Cargill shall remain responsible for the obligations of all Service Providers under this Agreement.

  
 18. Applicable Law. This Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of Minnesota without giving effect to the principles of conflicts of law thereof. 
  

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same original instrument. 
  
 20. Entire
Understanding. This Agreement, including any referenced Schedules, sets forth the entire agreement and understanding of Mosaic and Cargill with respect to the transactions contemplated hereby and thereby and supersedes any and all prior
agreements, arrangements and understandings among such parties relating to the subject matter hereof. 
  
 21. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, to the extent provided herein, their
respective Affiliates, and no provision of this Agreement shall be deemed to confer upon any other third parties any remedy, claim, liability, reimbursement, cause of action or other right. 
  
 22. Strict Construction. The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person. 
  

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the
day and year first above written. 
  

			
	CARGILL, INCORPORATED
	
	By: /s/    Robert L.
Lumpkins                                
	Name (Print): Robert L.
Lumpkins                        
	Title: Vice Chairman and
CFO                                
	
	THE MOSAIC COMPANY
	
	By: /s/    Fredric W.
Corrigan                                    
	Name (Print): Fredric W.
Corrigan                            
	Title: Chief Executive Officer and President             


  

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 Schedule 1 
  

Form of Work Order 
  
 This Schedule of Services is issued pursuant to the Transition Services Agreement dated as of
                        , 2004 (the “Agreement”), between The Mosaic Company, a Delaware corporation, and
Cargill, Incorporated, a Delaware corporation, which Agreement is hereby incorporated into this Schedule of Services by reference. 
  
 1. Description of Services. Service Provider,
                                        
    , will perform the following Transition Services for
                                        
         (“Mosaic”): 
  
 Functional areas of services provided: 
  
  
  
 2. Term. 
  
  
  
 3. Compensation. 
  
  
  
 4. Special Provisions. 
  
  
  

			
	SERVICE PROVIDER	  	SERVICE USER
		
	                                       
                                        
                         
	  	                                      
                                        
                        
		
	By:
                                       
                                        
                	  	By:
                                       
                                        
               
	Name (Print):
                                       
                                     	  	Name (Print):
                                       
                                   
	Title:
                                       
                                        
             	  	Title:
                                       
                                        
           
	Date:
                                       
                                        
             	  	Date:
                                       
                                        
           

  

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