exv10w3



 





Exhibit 10.3




CORPORATE SERVICES AGREEMENT




     THIS AGREEMENT for the performance of corporate services is dated as of
November 30, 2004, between Kimberly-Clark Corporation, a Delaware corporation
(“Kimberly-Clark”), and Neenah Paper, Inc., a Delaware corporation (“Neenah”),
and, as of the date hereof, a wholly-owned subsidiary of Kimberly-Clark.



     WHEREAS, Kimberly-Clark, through its pulp and paper division and certain
subsidiaries and affiliates, is engaged in the business of (i) manufacturing
and selling fine paper and technical paper and (ii) producing pulp (the “Neenah
Business”);



     WHEREAS, the Board of Directors of Kimberly-Clark has determined that it
would be advisable and in the best interests of Kimberly-Clark and its
stockholders for Kimberly-Clark to transfer and assign, or cause to be
transferred or assigned, to Neenah the business, operations, assets and
liabilities related to the Neenah Business;



     WHEREAS, Kimberly-Clark has agreed to transfer and assign to Neenah
substantially all of the assets and properties of the Neenah Business and
Neenah has agreed to the transfer and assignment of such assets and to assume,
or cause to be assumed, substantially all of the liabilities and obligations
arising out of or relating to the Neenah Business;



     WHEREAS, the date on which the above transaction is to become effective is
referred to as the “Distribution Date” as defined in that certain Distribution
Agreement between Kimberly-Clark and Neenah, dated as of the date hereof; and



     WHEREAS, the parties hereto deem it to be appropriate and in the best
interests of Neenah and Kimberly-Clark that Kimberly-Clark provide certain
services to Neenah to facilitate the transaction described above on the terms
and conditions set forth herein;



     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:



     1. Description of Kimberly-Clark Services. Kimberly-Clark shall, subject to
the terms and provisions of this Agreement:



     (a) provide Neenah with general services of a financial, technical,
commercial, administrative and/or advisory nature, with respect to the
Business, as set forth on Exhibit A hereto; and



     (b) assist Neenah in the efficient transfer of each of the services
provided by Kimberly-Clark under this Agreement to Neenah, including training
of the Neenah personnel primarily responsible for each of the services going
forward, or to a third party designated by Neenah; and



     (c) render such other specific services as Neenah may from time to time
reasonably request, subject to Kimberly-Clark’s discretion and its being in a
position to supply such additional services at the time of such request.



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Unless otherwise specifically provided on Exhibit A, Kimberly-Clark will
provide each of the services until December 31, 2005. Neenah may, at its
option, upon no less than thirty (30) days prior written notice (or such other
period as the parties may mutually agree in writing), direct Kimberly-Clark to
provide no longer all or any category of such services.



     2. Consideration for Kimberly-Clark Services. Neenah shall pay Kimberly-Clark
in accordance with this Section 2 and Kimberly-Clark shall accept as
consideration for the services rendered to Neenah hereunder the following
service charges:



     (a) for the services rendered by Kimberly-Clark for or on behalf of Neenah
pursuant to Section 1(a), Neenah will be charged the fees set forth on Exhibit
A;



     (b) for the services rendered by Kimberly-Clark for or on behalf of Neenah
pursuant to Section 1(b), Neenah will be charged certain fees to be negotiated
and agreed to by the parties at the time such services are requested.



     3. Terms of Payment. Kimberly-Clark shall submit in writing an invoice
covering its charges to Neenah for services rendered hereunder. Such invoice
shall be submitted on a monthly basis and shall contain a summary description
of the charges and services rendered. Payment shall be made no later than
thirty (30) days after the invoice date.



     4. Method of Payment. All amounts payable by Neenah for the services described
on Exhibit A shall be remitted to Kimberly-Clark in United States dollars to a
bank to be designated in the invoice or otherwise in writing by Kimberly-Clark,
unless otherwise provided for and agreed upon in writing by the parties.
Detailed billing information will be provided upon request.



     5. WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY STATED IN
THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES AND THERE ARE NO
IMPLIED WARRANTIES OR GUARANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.



     6. Limitation on Liability.



     (a) In no event shall either party have any liability, whether based on
contract, tort (including, without limitation, negligence), warranty or any
other legal or equitable grounds, for any punitive, consequential, special,
indirect or incidental loss or damage suffered by the other party arising from
or related to this Agreement, including without limitation, loss of data,
profits (excluding profits under this Agreement), interest or revenue, or use
or interruption of business, even if such party is advised of the possibility
of such losses or damages.



     (b) The limitations set forth in Section 6(a) above shall not apply to
liabilities which may arise as the result of (i) willful misconduct or gross
negligence of Kimberly-Clark or its subsidiaries or Neenah or its subsidiaries,
(ii) amounts inadvertently overpaid by either party, or (iii) amounts for
charges otherwise due and payable under this Agreement.



     (c) In no event will Kimberly-Clark’s liability, whether based on
contract, tort



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(including without limitation, negligence), warranty or any other legal or
equitable grounds, exceed in the aggregate the amount of fees paid to
Kimberly-Clark under this Agreement.



     7. Termination. This Agreement shall terminate on January 31, 2006, but may be
terminated earlier in accordance with the following:



     (a) upon the mutual written agreement of the parties;



     (b) by either Neenah or Kimberly-Clark for material breach of any of the
terms hereof by Kimberly-Clark or Neenah, as the case may be, if the breach is
not corrected within thirty (30) calendar days after written notice of breach
is delivered to the defaulting party;



     (c) by either Neenah or Kimberly-Clark forthwith, upon written notice to
Kimberly-Clark or Neenah, as the case may be, if Kimberly-Clark or Neenah, as
the case may be, shall become insolvent or shall make an assignment for the
benefit of creditors, or shall be placed in receivership, reorganization,
liquidation or bankruptcy;



     (d) by Kimberly-Clark forthwith, upon written notice to Neenah, if, for
any reason, the ownership or control of Neenah or any of Neenah’s operations,
becomes vested in, or is made subject to the control or direction of, any
direct competitor of Kimberly-Clark’s consumer products, service and industrial
or health care businesses, or any governmental or regulatory authority; or



     (e) by Neenah forthwith, upon written notice to Kimberly-Clark, if for any
reason, the ownership or control of Kimberly-Clark or any of Kimberly-Clark ‘s
operations becomes vested in, or is made subject to the control or direction
of, any direct competitor of Neenah, or any governmental or regulatory
authority.



     Upon any such termination, each party shall be compensated for all services
performed to the date of termination in accordance with the provisions of this
Agreement.



     8. Performance. The services rendered by Kimberly-Clark hereunder shall be
performed in the same manner and with the same skill and care as Kimberly-Clark
employs in service of its own business.



     9. Independent Contractor. Kimberly-Clark is providing the services pursuant
to this Agreement as an independent contractor and the parties hereby
acknowledge that they do not intend to create a joint venture, partnership or
any other type of agency between them.



     10. Confidentiality. The specific terms and conditions of this Agreement and
any information 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 of the Distribution Agreement.



     11. Ownership of Information . Any information owned by one party or any of
its subsidiaries that is provided to the other party or any of its subsidiaries
pursuant to this Agreement shall remain the property of the providing party.
Unless specifically set forth herein, nothing contained in this Agreement shall
be construed as granting or conferring rights of license or otherwise in any
such information.



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     12. Records. Kimberly-Clark shall maintain and retain records related to the
provision of the services under this Agreement consistent with Kimberly-Clark’s
historical policies regarding its own retention of records. As needed from time
to time during the period in which services are provided, and upon termination
of the provision of any service, the parties agree to provide each other with
records related to the provision of the services under this Agreement to the
extent that (i) such records exist in the ordinary course of business, (ii)
such records do not involve the incurrence of any material expense to the party
providing such records, and (iii) such records are reasonably necessary for
such party to comply with its obligations under this Agreement or applicable
law.



     13. Amendment. This Agreement may be modified or amended only by the agreement
of the parties hereto in writing, duly executed by the authorized
representatives of each party.



     14. Force Majeure. Any delays in or failure of performance by any party
hereto, other than the payment of money, shall not constitute a default
hereunder if and to the extent such delays or failures of performance are
caused by occurrences beyond the reasonable control of such party, including,
but not limited to: acts of God or the public enemy; expropriation or
confiscation of facilities; compliance with any order or request of any
governmental authority; acts of war; riots or strikes or other concerted acts
of personnel; or any causes, whether or not of the same class or kind as those
specifically named above, which are not within the reasonable control of such
party, and which by the exercise of reasonable diligence, such party is unable
to prevent.



     15. Assignment. This Agreement shall not be assignable by either party hereto
without the prior written consent of the other party hereto. When duly
assigned in accordance with the foregoing, this Agreement shall be binding upon
and shall inure to the benefit of the assignee.



     16. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by facsimile
transmission or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):



	 	 	 	 	 
	

	 	If to Kimberly-Clark:
	 	Kimberly-Clark Corporation

351 Phelps Drive

Irving, Texas 75038

Attn: General Counsel

Facsimile: (214) 281-1492
	

	 	 	 	 
	

	 	If to Neenah:
	 	Neenah Paper, Inc.

Preston Ridge III

3460 Preston Ridge Road

Alpharetta, Georgia 50005

Attn: General Counsel

Fax: (678) 518-3283







     17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, U.S.A.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

	 	 	 	 	 
	 	KIMBERLY-CLARK CORPORATION

 	 
	 	By:  	 	 
	 	 	Mark A. Buthman, Senior Vice 	 
	 	 	President and Chief Financial Officer 	 
	 
	 	NEENAH PAPER, INC.

 	 
	 	By:  	 	 
	 	 	Sean Erwin, President and 	 
	 	 	Chief Executive Officer 	 
	 





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EXHIBIT A




SERVICES TO BE RENDERED BY KIMBERLY-CLARK




Management Information Services



Kimberly-Clark will provide support and services for Neenah business systems
applications and Neenah computer operations at the same service levels and
subject to the same priority ranking system as were provided to the businesses
of Neenah prior to the date of this Agreement (“MIS Services”). Kimberly-Clark
shall provide those services until January 31, 2006, subject to Neenah’s right
to terminate categories of services pursuant to Section 1 of the Agreement.
Should Neenah require services beyond January 31, 2006, a new agreement
defining, cost structure and remaining services to be provided must be
negotiated.


Each of Kimberly-Clark and Neenah shall from time to time designate an
individual as the authorized representative for all communications with respect
to MIS Services.


The categories of MIS Services and monthly fee schedule for normal and routine
operating assistance, minor maintenance and computer operations are set forth
below. The monthly charge for Computer Services Support will be reduced when
software and/or hardware licensing fees are charged directly to Neenah rather
than to Kimberly-Clark. The charge will be reduced by the amount that
Kimberly-Clark is currently allocating to the Neenah businesses.



     Business Systems Project Charges



	 	 	 	 	 	 	 
	 	 	 	$/Month	 
	Fine Paper
	 	 	 
	 
	 	PIMS Maintenance	 	 	2,800	 
	 
	 	PIMS O/A	 	 	1,500	 
	 
	 	Payroll/Benefit Support	 	 	10,400	 
	 
	 	Training & Doc Consulting	 	 	1,000	 
	 
	 	Legacy Systems Support	 	 	9,900	 
	 
	 	Purchasing/Stores Support	 	 	3,800	 
	 
	 	Legacy Stores Operating Assistance	 	 	100	 
	Technical Paper
	 	 	 	 
	 
	 	General Mfg and Order Entry Support	 	 	13,600	 
	 
	 	PIMS Support & Identified Projects	 	 	4,500	 
	 
	 	General Maintenance and Staff Support	 	 	2,100	 
	 
	 	General O/A	 	 	3,900	 
	 
	 	Payroll/Benefit Support	 	 	8,000	 
	 
	 	Training & Doc Consulting	 	 	600	 
	 
	 	Legacy Systems Support	 	 	6,500	 
	 
	 	Purchasing/Stores Support	 	 	1,900	 
	 
	 	Legacy Stores Operating Assistance	 	 	100	 







 









 





	 	 	 
	Computer Services Support Charges
	 	 
	Desktop Services and Messaging
	 	97,400
	Connectivity Services
	 	67,500
	Voice
	 	41,800
	SAP R/3
	 	30,400
	SAP B/W
	 	13,000
	Mainframe Services
	 	52,400
	UNIX Services
	 	23,000
	Windows Services
	 	43,100
	AS/400 Services
	 	25,900
	e-Business
	 	11,900






Notwithstanding Section 1 of the Agreement, Neenah shall give Kimberly Clark no
less than ninety (90) days written notice of any such termination of any of the
above services; provided that K-C will accommodate a shorter notice period and
terminate the service sooner to the extent a particular service so permits at
the time of termination.


For all additional services (other than normal operating assistance and minor
maintenance) including without limitation, additional project work, systems or
application enhancements, maintenance and changes to systems or applications,
support or services to separate the systems of Neenah and Kimberly-Clark and
creation or generation of current or historical data (“Additional MIS
Services”), Neenah will submit to Kimberly-Clark a written request for the
Additional MIS Services, together with reasonable documentation and
specifications to allow Kimberly-Clark to determine the estimated cost and
priority for such Additional MIS Services. To the extent that Kimberly-Clark
agrees in its sole discretion to provide the Additional MIS Services, it will
provide to Neenah a written estimate of the cost and priority for such
Additional MIS Services and Neenah shall inform Kimberly-Clark in writing if
Neenah desires to have Kimberly-Clark provide the Additional MIS Services.


Hourly labor rates for K-C staff will be $90 per hour. Hourly rates for K-C
obtained consultants, contractors or other third parties utilized on Additional
Special Projects will be charged at actual hourly rates, plus any reasonable
travel and living expenses, plus applicable administrative charges.


Neenah shall be solely liable for (i) all license fees, charges or other
amounts from any third parties (“Vendor Fees”), including consultants,
contractors, vendors or licensors, incurred as a result of Kimberly-Clark
providing MIS Services or otherwise as a result of utilizing products or
software licensed to Kimberly-Clark and utilized by or on behalf of Neenah,
regardless of whether such products or services are utilized on the systems or
equipment of Kimberly-Clark or Neenah and (ii) all legal or administrative fees
and expenses incurred by Kimberly-Clark in responding to requests for Vendor
Fees. Kimberly-Clark will notify Neenah promptly of any Vendor Fees.


Notwithstanding anything to the contrary herein (i) all support and services
relating to Kimberly-Clark systems applications or IT infrastructure shall be
performed only by Kimberly-Clark personnel or contractors or consultants either
retained by Kimberly-Clark or approved in advance in writing by Kimberly-Clark;
(ii) MIS Services shall only be provided for hardware or



 









 




other IT infrastructure that is a part of Kimberly-Clark’s infrastructure road
map or technology standards on the date of this Agreement or that is added by
Kimberly-Clark to its infrastructure roadmap or technology standards after the
date of this Agreement; (iii) Kimberly-Clark shall have no obligation to incur
additional expenditures or investments relating to additional features or
functionality for existing systems or applications, it being understood that in
the near future many of the systems or applications in connection with the
delivery of MIS Services may become obsolete or may not be used or improved by
Kimberly-Clark; and (iv) Neenah shall not attach to, install or otherwise
incorporate into the Kimberly-Clark Enterprise Network any equipment, software,
product, infrastructure or other device (A) without the prior written consent
of Kimberly-Clark and (B) that is not fully compatible with the then existing
Kimberly-Clark systems, infrastructure and standards roadmap.


At all times during the term of this Agreement, Neenah shall comply with
Kimberly-Clark’s Corporate Security, Computer Security and Global Information
Technology Standards, as they may be amended or modified by Kimberly-Clark from
time to time during the term of this Agreement. Neenah acknowledges that it
has received a copy of such Standards as they exist on the date of this
Agreement.


Kimberly-Clark’s Enterprise Network, systems and other intellectual property,
including any applications, software code, technology, trade secret,
infrastructure, hardware and other products or devices used by Kimberly-Clark
and any enhancements, modifications or additions thereto (whether as a result
of or in connection with this Agreement or otherwise) shall be and remain the
sole and exclusive property of Kimberly-Clark and shall not be deemed works for
hire, and Neenah shall have no right, title or interest therein. If Neenah
desires to have Kimberly-Clark license or transfer to Neenah any of the same,
Kimberly-Clark, in its sole discretion, may license or transfer the same to
Neenah on terms agreed to by Neenah and Kimberly-Clark, provided that Neenah
shall be liable for all costs and expenses incurred in connection therewith,
including any third party license, transfer and other fees, and all costs and
expenses incurred to “uninstall” and “re-install” the same. Excluded from the
requirements of this paragraph are systems that were built for and used
primarily by Neenah.



Employee Benefits Administration and Payroll Services



Payroll Administration: Kimberly-Clark will provide payroll administration
services to Neenah with respect to Neenah’s U.S. employees, and such employees
will continue to report attendance and absence information using the system
maintained by Kimberly-Clark for such purpose, until the earlier of (i) the
date Neenah arranges for its own payroll administration services and
establishes its own employee and time collection processes and (ii) December
31, 2005, at a cost to Neenah of $20,000 per month. These costs do include (i)
all E-memos, mass wage changes, job title set ups, relocation gross-ups and
other personnel administrative actions needed by Neenah for the benefit of
Transferred Employees, (ii) the preparation of personnel or management reports
through HR Browser, consistent with those previously provided, as requested by
Neenah with turnaround times consistent with those normally provided by the K-C
Payroll Center, and (iii) the preparation and submission of personnel records
to outside providers such as Cendant Mobility, EquiServe, EAP vendors, or other
3rd party providers as required by Neenah. These costs do not include the
systems costs associated with these



 









 




activities. Systems costs will be billed according to the Management
Information Services portion of this agreement.


Canadian Payroll Bank Account: Kimberly-Clark will continue to use its bank
account at Royal Bank of Canada (RBC) on behalf of Neenah to facilitate the
electronic transfer of paychecks to Neenah’s employees. Neenah will be
responsible for funding the amount to be transferred prior to the distribution
of the electronic paychecks. Neenah is responsible for communicating to RBC
the correct distribution of the payroll. This service will be provided at no
additional cost until December 31, 2004.


Data Conversions: Kimberly-Clark shall assist in the conversion of employee
and payroll data to benefit providers, a payroll administrator and an
enterprise system engaged or established by Neenah, including any related
analysis, design and development of interfaces and reports. The cost to Neenah
for these conversion services shall be $36,000 for payroll team support.
Systems cost related to the development of interfaces and reports will be
billed according to the Management Information Services portion of this
agreement.


Group Health and Welfare Plans Administration: Neenah shall use reasonable
commercial efforts to contract with Hewitt & Associates (“Hewitt”) to provide
group health and welfare benefits (“GH&WB”) administrative services to Neenah
through December 31, 2004, at a cost to Neenah equal to the actual cost of such
services. Provided that Neenah enters into such a contract with Hewitt,
Kimberly-Clark will provide services related to the administration of GH&WB
through December 31, 2004 at a cost to Neenah of $5,000 per month. These
services will include enrollment activities, customer service, and deduction
processing. To facilitate these transition services, Kimberly-Clark and Neenah
agree to enter into mutual business associate agreements under the privacy
provisions of HIPAA.


US Pension Plan. Neenah shall use reasonable commercial efforts to contract
with Hewitt & Associates (“Hewitt”) to provide defined benefit administrative
services through a date not later than June 30, 2005, at a cost to Neenah equal
to the actual cost of such services. Neenah will pay Kimberly-Clark from its
assets, and not out of any pension plan assets, a fee in the amount of $500 per
month for services to be provided by Kimberly-Clark relating to the management
of the investment structure for the Kimberly-Clark Corporation Pension Plan for
the period beginning with the Distribution and ending on the date the assets
and liabilities of the Kimberly-Clark Corporation Pension Plan attributable to
current employees of Neenah’s U.S. operations (the “Transferred Employees”) are
transferred to the trustee of the corresponding pension plan established by
Neenah (the “Transfer Date”).


Kimberly-Clark will be available to provide consulting services requested by
Neenah which relate to (i) the administration of the defined benefit and
defined contribution plans maintained by Neenah for the benefit of Transferred
Employees, at a cost to Neenah of $125 per hour and (ii) after the Transfer
Date, the investment of assets in the defined benefit and defined contribution
plans maintained by Neenah for the benefit of Transferred Employees, at a cost
to Neenah of $200 per hour; provided, however, that Kimberly-Clark shall have
the sole discretion to decline to provide any such services so requested.


Canadian Pension Plans. Neenah will pay Kimberly-Clark from its assets, and
not out of any



 









 




pension plan assets, a fee in the amount of $1,500 per month for services to be
provided by Kimberly-Clark relating to the management of the investment
structure for the Canadian pension plans for the period beginning with the
Distribution and ending on the date the assets and liabilities are transferred
to the trustee of the corresponding pension plan established by Neenah (the
“Transfer Date”).


Kimberly-Clark will be available to provide consulting services requested by
Neenah which relate to the administration of, and investment of assets in, the
defined benefit and defined contribution plans maintained by Neenah for the
benefit of current and former employees of the Canadian pulp and woodlands
operations (the “Canadian Employees”), at a cost to Neenah of $200 per hour.


Compensation: Kimberly-Clark will be available to provide consulting services
requested by Neenah until March 31, 2005 which relate to the administration of
various compensation plans and stock programs maintained by Neenah for the
benefit of current transferred employees at a cost to Neenah of $100 per hour.


Relocation: Kimberly-Clark will provide relocation and global assignment
program administrative services to Neenah until January 31, 2005 consistent
with the services provided prior to the distribution date. K-C will provide
advice and counsel on special requests and on arrangements to set up new
relocation providers. The cost of such special services will be $70 per hour.


General:
Neenah will reimburse Kimberly-Clark for any out-of-pocket costs incurred by
Kimberly-Clark while providing the employee benefits administration services,
but not the payroll administration services, described in this section,
including but not limited to, costs incurred for postage, printing and
supplies.


International Employee Services: Kimberly-Clark agrees to retain Keith Johnson
on the payroll of Kimberly-Clark International Services Corp. through December
31, 2004. For the period from the Distribution Date until January 1, 2005 (the
“Lease Period”), Neenah agrees to lease Keith Johnson from Kimberly-Clark for
the performance of management duties in Canada. During the Lease Period,
Neenah agrees to pay Kimberly-Clark a monthly amount equal to the cost of Mr.
Johnson’s monthly salary, benefits, other fees and other income paid to him by
Kimberly-Clark (except any bonus or other amounts paid to him that are
attributable to a period prior to the Lease Period). As of January 1, 2005,
Neenah intends to hire Mr. Johnson as an employee.


Kimberly-Clark agrees to retain Peter VanDerBogt on the payroll of
Kimberly-Clark Benelux through December 31, 2004. For the period from the
Distribution Date until January 1, 2005 (the “Lease Period”), Neenah agrees to
lease Mr. VanDerBogt from Kimberly-Clark for the performance of duties in
Europe. During the Lease Period, Neenah agrees to pay Kimberly-Clark a monthly
amount equal to the cost of Mr. Peter VanDerBogt’s monthly salary, benefits
other fees, and other income paid to him by Kimberly-Clark (except any bonus or
other amounts paid to him that are attributable to a period prior to the Lease
Period). As of January 1, 2005, Neenah intends to make other arrangements to
compensate Mr. VanDerBogt for his services.



 









 





Transportation Services



Kimberly-Clark will provide advice, counsel on freight rate contract renewal
negotiation and assistance during periods of transportation disruption related
to inclement weather, major strike, terror attack, etc., only as may be
necessary to maintain operations at Kimberly-Clark consuming mills. Such
services will cost $2,100 per month. Notwithstanding Section 1 of the
Agreement, Neenah shall give Kimberly Clark no less than sixty (60) days
written notice of any such termination.



Environment and Energy Services



Kimberly-Clark will provide the following environmental and energy related
services:




	 	•	 	Boiler and related equipment inspections and operational advice;
	 
	 	•	 	Energy (electrical and natural gas) rate/purchase assistance, hedging and contract negotiation;
	 
	 	•	 	Fuel and energy cost and consumption report data management;
	 
	 	•	 	Thermographic electric surveys;
	 
	 	•	 	Performance of Corporate Environmental Inspections at Neenah mills;
	 
	 	•	 	Environmental regulatory/technical advice and assistance;
	 
	 	•	 	Forestry audits and certification advice and assistance; and
	 
	 	•	 	Wastewater testing (tickler, product formulation toxicity and permit compliance bioassays)



All services will be provided on an as requested basis at a cost of $90 per
professional hour spent plus travel expenses.



Treasurer’s Office Services



Kimberly-Clark’s Treasurer’s Office will provide services to Neenah relating to
Cash Management, Hedging, Debt Management and other treasury-related functions.
The fee for advice and counsel relating to cash management services will be
$200 per hour. These services will be available for six months after the
Distribution Date.



Purchasing Services



Kimberly-Clark will provide those support services of the type that have been
traditionally provided by it to the Business and which are related to
purchasing chemicals, research materials, trial support, capital projects and
the maintenance of the Purchasing System Information Center and Purchasing
Systems. Fees for these services will be as follows:



	 	 	 	 	 
	Transaction processing for Purchasing System
	 	$6,100 per month
	Systems support for Purchasing System
	 	$2,000 per month






These services do not include the renegotiation of and related transactional
activity associated with establishing contracts for Neenah that were
previously part of Kimberly-Clark’s multiple
facility contracts.



 









 




Kimberly-Clark shall endeavor, whenever possible, to arrange for the purchase
of goods or services in the name of Neenah, which shall provide Kimberly-Clark
with written authorizations or such other documents as Kimberly-Clark may
reasonably require from time to time in order to provide evidence of
Kimberly-Clark’s authority to act on behalf of Neenah pursuant to this
provision.



Risk Management



Kimberly-Clark’s Risk Management Department will provide advice as requested on
whether Neenah’s insurance brokers are properly following through on and
assisting with administration of Neenah insurance coverages. The cost of such
services will be $200 per month. Such services will be available until
December 31, 2004.



Tax Services



Kimberly-Clark will provide advice and counsel on tax planning issues relating
to the preparation of U.S. federal income and excise tax, and state and local
income, franchise, property and sales tax return. Such tax planning services
will be provided at a cost of $250 per hour and will be available for 6 months
after the Distribution Date.


Activities required by the Tax Sharing Agreement are specifically excluded from
this hourly charge and will be provided free of charge under the terms set
forth in the Tax Sharing Agreement.



Accounting Services



Kimberly-Clark will provide the following accounting services to Neenah -US at
the identified costs to Neenah:



	 	 	 	 	 
	Service
	 	Cost per Month

	Centralized Mill Accounting — Fine Paper
	 	$	11,900	 
	Centralized Mill Accounting — Technical Paper
	 	$	4,700	 
	Cost Accounting
	 	$	7,300	 
	Knoxville AP
	 	$	10,700	 
	SYZYGY
	 	$	16,500	 
	Property Accounting
	 	$	4,000	 
	Accounts Receivable/Credit
	 	$	7,900	*
	Financial Reporting
	 	$	10,900	 
	Corporate Accounting Support
	 	$	500	 






*K-C will also bill for the cost of a temporary employee if required to handle
manual accounts receivable transactions for the first 90 days after the
Distribution Date.


In order to simplify the transition of Accounts Payable balances, K-C will pay
from its bank account any outstanding invoices as of the distribution date on
Neenah Paper’s behalf. These



 









 




invoices will be paid when payments are due. Neenah will then reimburse K-C
for the payments that K-C makes on their behalf.


Kimberly-Clark will provide Neenah access to those accounting practices and
procedures relevant to the Sarbanes-Oxley Act for the Accounting Services
activities that are performed by Kimberly-Clark on Neenah’s behalf.
Kimberly-Clark will provide Neenah and/or Neenah’s auditor access to
transactions in order to perform testing of the systems. Transaction testing
will be conducted by Neenah at their expense.


Additional accounting project work requested by Neenah will be provided at a
cost of $200 per hour.


These costs do not include the systems costs associated with these activities.
Systems costs are addressed in the MIS section of this Agreement.



Patent Services



Kimberly-Clark will provide patent support services to Neenah consistent with
the services provided prior to the Distribution Date. Such services of
Kimberly-Clark attorneys and paralegals as requested by Neenah and agreed to by
Kimberly-Clark will be provided until March 31, 2005 at $250 per hour for
attorney time and $150 per hour for paralegal time. If Kimberly-Clark deems it
necessary to outsource patent support during this period, Neenah will pay the
costs associated with the outsourcing. All costs of maintaining patents and
patent applications, as requested by Neenah, anywhere in the world, will be
charged directly to Neenah.



Trademark Services



Kimberly-Clark will provide trademark services to Neenah, consistent with
services provided prior to the Distribution Date, related to searching,
prosecution and maintenance of trademarks. Such services of Kimberly-Clark
attorneys and paralegals will be provided as requested by Neenah at $250 per
hour for attorney time and $150 per hour for paralegal time. Neenah will be
directly responsible for trademark conflicts and litigation. All outside fees,
such as search fees, counsel fees and trademark maintenance and prosecution
fees as requested by Neenah, anywhere in the world, will be charged directly to
Neenah.



Roswell Technical Support



Kimberly-Clark will provide Analytical Lab support and Product Safety support
to Neenah on an as requested basis at a cost of $225 per hour spent plus the
cost of any outside services required. Such services will be provided until
December 31, 2004.


Tenancy


Neenah will be provided a month-to-month tenancy in the space which is occupied
by the Business, as of the date hereof, at Kimberly-Clark’s Roswell, Georgia
Operations Headquarters complex. Rent and related tenancy charges for the
space occupied by the Technical Papers research team will be $13,600 per month.
Neenah will provide Kimberly-Clark with at least thirty (30) days’ prior
written notice of the specific day in such month that Neenah will vacate



 









 




such premises. The related tenancy charges include charges for all taxes,
utilities, and tenant services that are currently being provided by K-C or
third parties on behalf of K-C (primarily Site Administration and the Health
Center), including, but are not limited to, electricity, maintenance, security,
groundskeeping, mail service, warehouse service and access to cafeteria and
health services. Neenah will make a good faith effort to vacate such premises
and terminate the tenancy no later than December 31, 2005.



Corporate Security



KC will provide corporate security services to Neenah consistent with those
services provided prior to the distribution date. The cost of such services
will be $150 per hour plus direct expenses associated with pre-employment
background reviews and special investigations.