EX-10.3





 Exhibit 10.3 

FORM OF 
 TRANSITION
SERVICES AGREEMENT 
 BY AND BETWEEN 

ECOLAB INC. 
 AND

 CHAMPIONX HOLDING INC. 

DATED AS OF [●] 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	Article I	  

	
	DEFINITIONS	  

			
	 Section 1.01
	 	 Certain Defined Terms
	  	 	1	 
	
	Article II	  

	
	SERVICES, ACCESS TO FACILITIES AND DURATION	  

			
	 Section 2.01
	 	 Services
	  	 	3	 
	 Section 2.02
	 	 Access to Facilities
	  	 	3	 
	 Section 2.03
	 	 Duration of Services and Access to Facilities
	  	 	3	 
	 Section 2.04
	 	 Additional Services and Access to Additional Facilities
	  	 	5	 
	 Section 2.05
	 	 Exception to Obligation to Provide Services or Access to Facilities
	  	 	6	 
	 Section 2.06
	 	 Standard of the Provision of Services or Access to Facilities
	  	 	6	 
	 Section 2.07
	 	 Change in Services or Access to Facilities
	  	 	6	 
	 Section 2.08
	 	 Subcontractors
	  	 	6	 
	 Section 2.09
	 	 Electronic Access
	  	 	7	 
	 Section 2.10
	 	 Title to Intellectual Property
	  	 	7	 
	 Section 2.11
	 	 License to Intellectual Property
	  	 	8	 
	 Section 2.12
	 	 Professional Advice or Opinions
	  	 	8	 
	
	Article III	  

	
	COSTS AND DISBURSEMENTS	  

			
	 Section 3.01
	 	 Costs and Disbursements
	  	 	8	 
	 Section 3.02
	 	 Taxes
	  	 	10	 
	 Section 3.03
	 	 No Right to Set-Off
	  	 	10	 
	
	Article IV	  

	
	WARRANTIES AND COMPLIANCE	  

			
	 Section 4.01
	 	 Disclaimer of Warranties
	  	 	11	 
	 Section 4.02
	 	 Compliance with Legal Requirements and Regulations
	  	 	11	 
	
	Article V	 
	
	LIABILITY AND INDEMNIFICATION	 
			
	 Section 5.01
	 	 Limitation on Liability
	  	 	11	 
	 Section 5.02
	 	 Indemnification by Recipients
	  	 	12	 


  
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	 Section 5.03
	 	 Indemnification by Providers
	  	 	12	 
	 Section 5.04
	 	 Exclusivity
	  	 	12	 
	 Section 5.05
	 	 Procedures
	  	 	12	 
	
	Article VI	  

	
	TERMINATION	  

			
	 Section 6.01
	 	 Term; Termination
	  	 	12	 
	 Section 6.02
	 	 Effect of Termination
	  	 	13	 
	 Section 6.03
	 	 Force Majeure
	  	 	14	 
	
	Article VII	  

	
	MANAGEMENT AND CONTROL	  

			
	 Section 7.01
	 	 Cooperation
	  	 	14	 
	 Section 7.02
	 	 Required Consents
	  	 	15	 
	 Section 7.03
	 	 Primary Points of Contact for Agreement
	  	 	15	 
	 Section 7.04
	 	 Provider Personnel
	  	 	16	 
	 Section 7.05
	 	 No Agency
	  	 	16	 
	
	Article VIII	  

	
	CONFIDENTIAL INFORMATION	  

			
	 Section 8.01
	 	 Treatment of Confidential Information
	  	 	17	 
	
	Article IX	  

	
	MISCELLANEOUS	  

			
	 Section 9.01
	 	 Certain Provisions Incorporated by Reference; Precedence
	  	 	17	 
	 Section 9.02
	 	 Notices
	  	 	17	 
	 Section 9.03
	 	 Assignment
	  	 	18	 
	 Section 9.04
	 	 Successors and Assigns
	  	 	18	 
	 Section 9.05
	 	 Payment Terms
	  	 	18	 
	 Section 9.06
	 	 Third-Party Beneficiaries
	  	 	19	 
	 Section 9.07
	 	 Schedules
	  	 	19	 
	 Section 9.08
	 	 Interpretation.
	  	 	19	 

  

			
	Schedules	 	
		
	 Schedule 2.01(a)
	 	 Everest Provided Services

	 Schedule 2.01(b)
	 	 Newco Provided Services

	 Schedule 2.02(a)
	 	 Everest Provided Facilities

	 Schedule 2.02(b)
	 	 Newco Provided Facilities



  
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 FORM OF 

TRANSITION SERVICES AGREEMENT 

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●] (the “Closing Date”), is
entered into by and between Ecolab Inc. (“Everest”), a Delaware corporation, and ChampionX Holding Inc. (“Newco”), a Delaware corporation. “Party” or “Parties” means Everest or
Newco, individually or collectively, as the case may be. 
 WHEREAS, the Parties are parties to that certain Separation and Distribution
Agreement, dated December 18, 2019 (the “Separation Agreement”); and 
 WHEREAS, pursuant to the Separation Agreement,
certain services are to continue to be provided by Everest to Newco and by Newco to Everest after the Closing Date upon the terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties
hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.01    Certain Defined Terms. 

(a)    Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the
Separation Agreement. 
 (b)    The following capitalized terms used in this Agreement shall have the meanings set
forth below: 
 “Athena” means Apergy Corporation, a Delaware corporation. 

“Everest Provider” means Everest or a Provider that is a member of the Everest Group. 

“Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God,
storms, floods, riots, fires, explosions, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), armed hostilities or other national or international calamity, action or
inaction by, or request of, any Governmental Body (including any Legal Requirement), strikes, labor stoppages or slowdowns or other industrial disturbances, acts of terrorism and failure or interruption of networks or energy sources. 

“Merger Agreement” means the Agreement and Plan of Merger and Reorganization, dated December 18, 2019, by and among
Everest, Newco, Athena and Athena Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Athena. 












 “Newco Provider” means Newco or a Provider that is a member of the Newco
Group. 
 “Provider” means the Party or its Affiliates providing a Service, an Additional Service or access to a Facility
or an Additional Facility under this Agreement. 
 “Provider Indemnitees” means, if the Provider is a member of the
Everest Group, each of the Everest Indemnitees, and if the Provider is a member of the Newco Group, each of the Newco Indemnitees. 

“Recipient” means the Party to whom a Service, an Additional Service or access to a Facility or an Additional Facility is
being provided under this Agreement. 
 “Recipient Indemnitees” means, if the Recipient is a member of the Everest Group,
each of the Everest Indemnitees, and if the Recipient is a member of the Newco Group, each of the Newco Indemnitees. 

“Virus(es)” means any computer instructions (i) that have a material adverse effect on the operation, security or
integrity of a computing telecommunications or other digital operating or processing system or environment, including without limitation, other programs, data, databases, computer libraries and computer and communications equipment, by altering,
destroying, disrupting or inhibiting such operation, security or integrity; (ii) that without functional purpose, self-replicate without manual intervention; or (iii) that purport to perform a useful function but which actually perform
either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources. 

(c)    Each of the following terms is defined in the Section set forth opposite such term: 

 

			
	Term	  	Section
	Accessing Group	  	Section 2.09(a)
	Additional Amount	  	Section 3.02(b)
	Additional Facilities	  	Section 2.04(b)
	Additional Services	  	Section 2.04(a)
	Agreement	  	Preamble
	Closing Date	  	Preamble
	Everest	  	Preamble
	Everest Provided Facilities	  	Section 2.02(a)
	Everest Provided Services	  	Section 2.01(a)
	Everest Transition Manager	  	Section 7.03(a)(ii)
	Facilities	  	Section 2.02(b)
	Newco	  	Preamble
	Newco Provided Facilities	  	Section 2.02(b)
	Newco Provided Services	  	Section 2.01(b)
	Newco Transition Manager	  	Section 7.03(a)(i)
	Party or Parties	  	Preamble
	Provider Competitor	  	Section 6.01(b)


  
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	Term	  	Section
	Provider IP	  	Section 2.10(b)
	Recipient IP	  	Section 2.10(b)
	Required Consents	  	Section 7.02
	Sales and Services Taxes	  	Section 3.02
	Separation Agreement	  	Recitals
	Service Charge or Service Charges	  	Section 3.01(a)
	Services	  	Section 2.01(b)
	Service Term	  	Section 2.03(a)
	Term	  	Section 6.01
	Third Party Provider	  	Section 2.08

 ARTICLE II 

SERVICES, ACCESS TO FACILITIES AND DURATION 

Section 2.01    Services. 

(a)    Subject to the terms and conditions of this Agreement, Everest shall provide (or cause to be provided) to the Newco
Group all of the services listed in Schedule 2.01(a) attached hereto (together with any Additional Services to be provided by an Everest Provider, the “Everest Provided Services”). 

(b)    Subject to the terms and conditions of this Agreement, Newco shall provide (or cause to be provided) to the
Everest Group all of the services listed in Schedule 2.01(b) attached hereto (together with any Additional Services to be provided by a Newco Provider, the “Newco Provided Services”, and collectively with the Everest Provided
Services and any Additional Services, the “Services”). 
 Section 2.02    Access to
Facilities. 
 (a)    Subject to the terms and conditions of this Agreement, Everest shall provide (or cause to be
provided) to the Newco Group access to the facilities, equipment, and systems listed in Schedule 2.02(a) attached hereto (the “Everest Provided Facilities”). 

(b)    Subject to the terms and conditions of this Agreement, Newco shall provide (or cause to be provided) to the
Everest Group access to the facilities, equipment, and systems listed in Schedule 2.02(b) attached hereto (the “Newco Provided Facilities”, and collectively with the Everest Provided Facilities and any Additional
Facilities, the “Facilities”). 
 Section 2.03    Duration of Services and Access to
Facilities. 
 (a)    Subject to Section 6.01 hereof, each of Everest and Newco shall
provide or cause to be provided to the respective Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedules hereto or, if no such period is provided
with respect to a particular Service or Facility on such Schedules, on the second anniversary of the Closing Date, except and to the extent extended pursuant to Section 6.01 (with respect to each Service or Facility
access, the “Service Term”). 

  
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 (b)    The Recipient may request an extension of the Service Term for
any Service or Facilities access, provided, that such extension shall in no event exceed a period of one year from the end of the applicable Service Term (for Services or Facilities access that have an initial Service Term of one year or
more), or the period of the initial Service Term (for Services or Facilities access that have an initial Service Term of less than one year). If such a request is made, the Parties shall discuss in good faith the requested scope, duration and other
terms of such proposed extension, including any impact on any related interdependent or bundled Services or Facilities access, and (i) provided that the applicable Recipient has been using good faith and diligent efforts to migrate off of or
replace such Service or Facilities access prior to the end of the applicable Service Term, the Provider will use commercially reasonable efforts to accommodate any such extension for a period not to exceed six (6) months and (ii) for any
requested extension in excess of six (6) months, the Provider may decline to accommodate all or part of such requested extension of the period in excess of six (6) months for any Service or Facilities access in its sole discretion. Any
such request by Recipient to extend any Service or Facilities access requires at least (i) forty-five (45) days’ written notice prior to the expiration of the original Service Term for such Service or Facilities access with an
original Service Term of less than 12 months or (ii) ninety (90) days’ written notice prior to the expiration of the original Service Term for Services or Facilities access with an original Service Term of 12 months or more;
provided, however, that certain Services in Schedule 2.01(a) or (b), as applicable, or Facilities access in Schedule 2.02(a) or (b), as applicable, shall not be eligible for any such extensions or shall require further
advance notice (in each case, as specified in Schedule 2.01(a) or (b), or 2.02(a) or (b), as applicable). The fee applicable to any such extended Service Term will be subject to a twenty-five percent (25%) increase over
the fees applicable at the end of the original Service Term for such Service or Facilities access, other than to the extent the Parties in their sole discretion agree in writing otherwise, and the Recipient will be responsible for any documented
reasonable out-of-pocket costs incurred by the Provider to accommodate any such extension if and to the extent such costs are not already contemplated by the fees
applicable to such Service or Facilities access at the end of such original Service Term. 
 (c)    Notwithstanding the
foregoing, to the extent that an Everest Provider’s ability to provide an Everest Provided Service or access to an Everest Provided Facility, as the case may be, is dependent on the continuation of either a Newco Provided Service or access to a
Newco Provided Facility, as the case may be, Everest’s obligation to provide, or cause to be provided, such Everest Provided Service or access to such Everest Provided Facility shall terminate automatically with the termination of such
supporting Newco Provided Service or access to such supporting Newco Provided Facility; provided, further, to the extent that a Newco Provider’s ability to provide a Newco Provided Service or access to a Newco Provided Facility,
as the case may be, is dependent on the continuation of either an Everest Provided Service or access to an Everest Provided Facility, as the case may be, Newco’s obligation to provide, or cause to be provided, such Newco Provided Service or
access to such Newco Provided Facility shall terminate automatically with the termination of such supporting Everest Provided Service or access to such supporting Everest Provided Facility. 

  
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 Section 2.04    Additional Services and Access to Additional
Facilities. 
 (a)    If, within ninety (90) days after the Closing Date, or if later than ninety
(90) days after the Closing Date, by the end of the first full financial quarter after the Closing Date, Everest or Newco (or the Everest Transition Manager or Newco Transition Manager, as applicable) identifies a service that (i) the
Everest Group (or a third Person on behalf of the Everest Group) provided to the Newco Group during the one-year period prior to the Closing Date that the Newco Group reasonably needs in order for the Newco
Business to continue to operate, and such service was not included in Schedule 2.01(a), and that Everest or its controlled Affiliates are, and Newco and its Affiliates are not, in a reasonable position to provide or procure or (ii) the
Newco Group (or a third Person on behalf of the Newco Group) provided to the Everest Group during the one-year period prior to the Closing Date that the Everest Group reasonably needs in order for the Everest
Group to continue to operate the Everest Retained Business, and such service was not included in Schedule 2.01(b), and that Newco or its Affiliates (or such third Person) are, and Everest and its controlled Affiliates (or such third Person)
are not, in a reasonable position to provide or procure then, in each case, Newco or Everest (as applicable) shall, subject to Section 2.04(c), use commercially reasonable efforts to provide, or cause to be provided, such
requested services (such additional services, the “Additional Services”); provided, however, that certain Services as specified and set forth in Schedule 2.01(a) or (b), as applicable, shall not be
eligible to become an Additional Service unless otherwise agreed in writing by the Parties. 
 (b)    If, within ninety
(90) days after the Closing Date, Everest or Newco identifies access to additional facilities, equipment or systems that (i) the Everest Group (or a third Person on behalf of the Everest Group) provided to the Newco Group during the one
year period prior to the Closing Date that the Newco Group reasonably needs in order for the Newco Business to continue to operate, and such access was not included in Schedule 2.02(a), and that Everest or its controlled Affiliates are, and
Newco and its Affiliates are not, in a reasonable position to provide or procure or (ii) the Newco Group (or a third Person on behalf of the Newco Group) provided to the Everest Group during the one-year
period prior to the Closing Date that the Everest Group reasonably needs in order for the Everest Retained Business to continue to operate, and such access was not included in Schedule 2.02(b), and that Newco or its Affiliates (or such third
Person) are, and Everest and its controlled Affiliates (or such third Person) are not, in a reasonable position to provide or procure then, in each case, Newco and Everest shall, subject to Section 2.04(c), use commercially
reasonable efforts to provide such requested access (such additional facilities, equipment and systems, the “Additional Facilities”); provided, however, that certain facilities, equipment and systems as specified and
set forth in Schedule 2.02(a) or (b), as applicable, shall not be eligible to become an Additional Facility unless otherwise agreed in writing by the Parties. 

(c)    The Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to
Additional Facilities, including (i) the termination date with respect to such Additional Services or access to Additional Facilities, which, for clarity, shall be no later than the end of the last to expire Service Term (as contemplated on the
date hereof) and (ii) the monthly fees for such Additional Services or access to Additional Facilities, which shall be determined by the Parties on a basis consistent with the methodology for determination of the Service Charges (including any
predetermined increases) initially included in the Schedules (generally, cost plus 5%). Upon such amendment of the appropriate Schedule, such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities,
respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or
access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement. 

  
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 Section 2.05    Exception to Obligation to Provide Services or
Access to Facilities. Notwithstanding anything in this Agreement to the contrary, including Everest’s and Newco’s obligations set forth in Section 2.01 hereof, the relevant Providers shall not be obligated to
(and neither Everest nor Newco shall be obligated to cause any Provider to) provide any Services or access to any Facilities if the provision of such Services or access to such Facilities would (i) violate any Legal Requirement,
(ii) result in breach of any Contract to which Everest, Newco, any of Everest’s or Newco’s Affiliates or any of the Providers are subject, or (iii) if the applicable Required Consent was not obtained (other than as a result of a
Provider’s bad faith); provided, however, that Everest and Newco shall comply with Section 7.02 in obtaining any Consents necessary to provide such Services or access to such Facilities. In the event the
provision of such Services or access to any Facilities would violate any Legal Requirement, any code of conduct or any Contract to which Everest, Newco, any of Everest’s or Newco’s Affiliates are subject, the Parties agree to use
commercially reasonable efforts to supplement, modify, substitute or otherwise alter the Services or access to the Facilities, such that they can be provided in a manner that does not result in such violation; provided, however, that such
supplement, modification, substitution or alteration shall not be unduly burdensome to Provider and reasonable adjustments to the associated Service Charges are made to the extent such supplement, modification, substitution or alteration increases
the costs to Provider to provide such modified Services or access to Facilities. 
 Section 2.06    Standard of
the Provision of Services or Access to Facilities. The provision of Services and access to Facilities shall be provided in the manner and at a level, volume, availability and scope substantially consistent with that provided by the Providers
immediately preceding the Closing Date. All of the Everest Provided Services and Everest Provided Facilities shall be for the sole use and benefit of Newco Group to the extent relating exclusively to the Newco Assets, and all of the Newco Provided
Services and Newco Provided Facilities shall be for the sole use and benefit of the Everest Group to the extent relating exclusively to the Everest Retained Assets. 

Section 2.07    Change in Services or Access to Facilities. The Providers may from time to time supplement,
modify, substitute or otherwise alter the Services provided and access to the Facilities (i) reasonably and in a manner that does not materially adversely affect the quality or availability of Services or access to the Facilities or increase
the cost of using such Services or accessing such Facilities or (ii) to the extent that such supplements, modifications, substitutions or alterations are generally applicable to services provided, or facilities operated, by the relevant
Provider that are similar to the Services and access to the Facilities provided by such Provider hereunder. In addition, a Recipient may from time to time request adjustments to the scope or other terms of a Service, and the Provider will discuss
and consider in good faith such requested change, including any potential impact on any related interdependent or bundled Services and appropriate adjustments to the relevant fees; provided, however, that Provider may decline to
accommodate all or any part of any such requested adjustment to Services or access to Facilities in its sole reasonable discretion. 

Section 2.08    Subcontractors. A Provider may designate any (1) Affiliate of the Provider or
(2) other qualified Person (such other qualified Person, a “Third Party Provider”) to 

  
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provide the applicable Services or access to Facilities and upon designating any Third Party Provider to perform Services or provide access to Facilities having expected Service Charges greater
than $5,000 per month, will use commercially reasonable efforts to provide notice thereof to Recipient; provided, however, that (a) no notice shall be required for (i) designation of any Affiliate, or (ii) designation of
a Third Party Provider which was providing the relevant Services or Facilities access prior to the Closing Date (or a third Person who is capable of providing and required to provide the Services or Facilities access in substantially the same manner
and to the same standard as the Third Party Provider), or has been engaged by Provider to provide equivalent services to its or its Affiliates’ own businesses and (b) the designating Provider shall in all cases remain primarily responsible
for all of its obligations hereunder with respect to the Services provided by such Affiliate or Third Party Provider. 

Section 2.09    Electronic Access. 

(a)    To the extent that the performance or receipt of Services or access to Facilities hereunder requires access to a
Group’s intranet or other internal systems by the other Group (the “Accessing Group”), the Party whose Group intranet or other internal systems is being accessed shall provide or cause to be provided limited access to such
systems solely for the purpose of, as applicable, providing or receiving the Services or accessing the Facilities, subject to policies, procedures and limitations to be determined by such Party from time to time. From and after the Closing Date, a
Party shall cause its Accessing Group to comply with all reasonable security guidelines (including physical security, network access, internet security, confidentiality and personal data security and privacy guidelines and other similar policies)
provided in writing to such Party. 
 (b)    While Services and access to Facilities are being provided hereunder, the
Parties shall take commercially reasonable measures to ensure that no Virus or similar items are coded or introduced into the Services or Facilities. With respect to Services or access to Facilities provided by third parties, compliance with the
applicable agreement with such third party shall be deemed sufficient commercially reasonable measures. If a Virus is found to have been introduced into any Services or Facilities, (i) the Party that discovers the Virus shall promptly notify
the other Party and (ii) the Parties shall use commercially reasonable efforts to cooperate and to diligently work together and with each Provider providing the Services or access to Facilities to remediate the effects of the Virus. 

(c)    The Parties shall, and shall cause their respective Providers to, exercise reasonable care in providing,
accessing and using the Services and Facilities to prevent access to the Services and Facilities by unauthorized Persons. 

Section 2.10    Title to Intellectual Property. 

(a)    Except as expressly provided in Section 2.11, each Recipient acknowledges that neither it
nor any Affiliate or other member of its Group) shall acquire any right, title or interest (including any license rights or rights of use) in any Intellectual Property which is owned or licensed by any Provider (or any of its Affiliates or other
members of its Group) or any third party (including all derivative works, modifications and enhancements thereof), if applicable, by reason of the provision of the Services or access to the Facilities. The Parties hereby


  
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reserve all rights, title and interest in and to their respective Intellectual Property not expressly licensed to the other Party under Section 2.11, and nothing in this
Agreement shall be construed as granting (by implication, estoppel or otherwise) or giving rise to any other assignment, transfer, grant, license, immunity or authorization of any kind. 

(b)    Any Intellectual Property created by or on behalf of a Provider (or any of its Affiliates or other members of its
Group) as a result of or in the course of providing the Services shall be owned (i) by Recipient to the extent it exclusively relates to the Recipient’s Business or is created specifically for the Recipient’s Business
(“Recipient IP”), and (ii) by Provider to the extent it is not Recipient IP (“Provider IP”). Provider hereby assigns all right, title and interest in the Recipient IP to Recipient, and shall do all things
reasonably requested by Recipient to give effect to such assignment. Provider hereby grants to Recipient a royalty-free, fully paid-up, non-exclusive, worldwide,
sublicensable and transferable license in, to and under all Provider IP, solely to the extent reasonably necessary to receive and use the Services hereunder. 

Section 2.11    License to Intellectual Property. Each Party hereby grants to the other Party a non-exclusive, fully paid-up, royalty-free, non-transferable (except as set forth in Section 9.05), worldwide
license to the Intellectual Property owned or licensable (without further payment or obligation) by such granting Party and such Party’s Affiliates, solely for the purpose of, as applicable, providing or receiving the Services, in each case, as
set forth in and in accordance with this Agreement. A Provider may sublicense the rights granted to it under this Section 2.11 only to Affiliates or subcontractors of Provider. A Recipient may sublicense the rights granted
to it under this Section 2.11 only to Affiliates or alternative service providers of Recipient. 

Section 2.12    Professional Advice or Opinions. Without limiting the standards required of Provider pursuant
to Section 2.06, it is not the intent of any Provider to render, nor of any Recipient to receive from any Provider, professional advice or opinions, whether with regard to tax, legal, regulatory, compliance, treasury,
finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters, or the handling of or addressing environmental matters. No Recipient shall rely on, or construe, any
Service provided by or on behalf of any Provider as such professional advice or opinions or technical advice, and Recipients shall seek all third-party professional advice and opinions or technical advice as they may desire or need independently of
this Agreement. 
 ARTICLE III 

COSTS AND DISBURSEMENTS 

Section 3.01    Costs and Disbursements. 

(a)    Each Recipient (or its designee) shall pay to the Provider (or its designee), in consideration for providing or
causing to be provided the applicable Service or Facility access, a monthly fee for such Service or Additional Service or access to such Facility or Additional Facility as set forth in the applicable Schedule hereto (each such monthly fee
attributable to a specific Service or Facility access, a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a Service Charge for a Service or Facility provided or made
available hereunder for less than a full month shall be prorated for the portion of such 

  
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month provided or made available. During the Service Term, the amount of a Service Charge for any Services or access to Facilities shall not increase or decrease, except to the extent that there
is an increase or decrease after the Closing Date in the costs actually incurred by the Provider in providing such Services or access to Facilities of more than $5,000 per month, in which case Provider shall provide Recipient at least thirty
(30) days’ prior written notice in reasonable detail describing such change and, at the request of Recipient, engage in a good faith discussion with Recipient in regards thereto (which discussion shall take place between the Everest
Transition Manager and Newco Transition Manager). Any such requested changes in Service Charges shall be substantiated with documentation in reasonable detail substantiating such change in the Service Charges, and the Service Charges will be revised
accordingly, but the adjusted Service Charge amount shall in all cases represent Provider’s actual cost for the provision thereof plus an amount equal to five percent (5%) of such cost unless otherwise mutually agreed in writing by the Parties.
If Provider ceases to perform any particular Service or access to Facilities pursuant to a request made by Recipient under Section 2.03 or Section 6.02 and Provider is no longer incurring a cost
for such Services or access to Facilities, the applicable monthly Service Charge shall be reduced to an amount equal to the Service Charges for those Services that are still being provided or Facilities that are still being accessed, beginning the
calendar month following such cessation. If the Parties are unable to agree upon the applicable reduction in Service Charges for the applicable reduced Services or Facilities access, then Provider shall determine in good faith such reduction and,
upon the written request of Recipient, furnish to Recipient reasonable detail substantiating such proposed reduction. 

(b)    In addition, the Recipients shall reimburse the Providers for all incremental costs and expenses reasonably
incurred from time to time by any Provider that are attributable to or resulting from the provision of Services to the Recipient to the extent not expressly included in a Service Charge, including out-of-pocket and travel-related costs and expenses. 
 (c)    Each of Everest
and Newco (or their designees), as applicable, shall pay to the other Party (or its designees) on or prior to the first (1st) day of each month by wire transfer, the base monthly fee for the
Services performed (or access to Facilities granted) by the other Party in the immediately preceding month (as such base monthly fee is set forth in the applicable Schedule), and deliver invoices to the parent company of the other Party (or its
designees) for the Service Charges and related costs and expenses due under this Agreement for each calendar quarter of the Term, which invoices shall be delivered on or prior to the 30th day
following the end of each calendar quarter during the Term. To the extent the quarterly invoiced amount exceeds the aggregate base monthly payments made to such Party during such quarter, each of Everest or Newco (or their designees) shall pay, or
cause to be paid, the balance by wire transfer of immediately available funds to the other Party (or its designees) within 30 days of the date of such invoice. To the extent the amount of the aggregate base monthly payments made for a quarter
exceeds the quarterly invoiced amount, each of Everest or Newco (or their designees) shall reimburse the other Party the balance of the aggregate base monthly payments paid in excess of the quarterly invoiced amount. If Everest or Newco (or their
designees), as applicable, fails to pay such amount by such date, such Party shall be obligated to pay to the other Party providing, or causing to be provided, the Services and access to the Facilities, in addition to the amount due, interest on
such amount at a rate per annum equal to 10%, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt 

  
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of payment. Upon Recipient’s reasonable request, Provider shall provide additional, commercially reasonable details regarding the Service Charges or invoices, to the extent not already
included in the applicable invoice or Schedule hereto. 
 Section 3.02    Taxes. 

(a)    The Service Charges and related costs and expenses do not include any taxes assessed on the provision of the
Services or access to the Facilities. All sales, use, transfer, value-added, goods or services Taxes or similar Taxes (other than gross-receipts based Taxes) (“Sales and Services Taxes”) imposed or assessed on the provision of the
Services or access to the Facilities, together with all interest and penalties related thereto (solely to the extent such interest or penalties are related to the actions or inactions of the Recipient), shall be the responsibility of the applicable
Recipient; provided, the Provider shall cooperate with the Recipient and take any reasonably requested action in order to minimize any Sales and Services Taxes imposed on the sale of the Services or access to the Facilities, including timely
providing resale or other applicable Tax exemption certificates or other documentation necessary to support Tax exemption. 

(b)    In the event that applicable Legal Requirement requires that an amount in respect of any Taxes, levies or charges
be withheld from any payment by the Recipient to the Provider under this Agreement, the amount payable to the Provider shall be increased (such increase, an “Additional Amount”) as necessary so that, after the Recipient has withheld
amounts required by applicable Legal Requirement, the Provider receives an amount equal to the amount it would have received had no such withholding been required, (subject to Section 3.02(c) below), and the Recipient shall
withhold such Taxes, levies or charges and pay such withheld amounts over to the applicable tax authority in accordance with the requirements of the applicable Legal Requirement and provide the Provider with a receipt confirming such payment.
However, no such Additional Amounts shall be payable if the withholding from a payment arises as a result of the Provider changing the entity providing the Services or the jurisdiction from which the Services are performed. The Provider shall
reasonably cooperate with the Recipient to determine whether any such deduction or withholding applies to the Services, and if so, shall further cooperate to minimize applicable withholding Taxes. Notwithstanding the foregoing, prior to executing
this Agreement, each Party shall provide to the other Party any certification reasonably necessary to certify a Party’s eligibility (if any) for applicable treaty benefit or to otherwise properly reduce a Party’s withholding obligations.

 (c)    Where a Tax credit is available in the jurisdiction in which the Provider is resident and this credit is
available to offset any withholding Tax charged as provided in Section 3.02(b) above so that the Provider does not suffer any additional Tax cost as a result of any amounts withheld, then no such increase to the invoiced
amount is required. 
 Section 3.03    No Right to Set-Off. Each of
Everest or Newco, as applicable, shall pay the full amount of Service Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the other Party under this Agreement, on account of
any obligation owed by the other Party to Everest or Newco, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in
writing; provided, however, that Everest or Newco, as 

  
 10 













 
applicable, shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated, settled or otherwise agreed
upon by the Parties in writing against amounts owed by the other Party under this Agreement. 
 ARTICLE IV 

WARRANTIES AND COMPLIANCE 

Section 4.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge
and agree that the Services and Facilities are provided as-is, that the Recipients assume all risks and Liability arising from or relating to its use of and reliance upon the Services and the Facilities and
each Party and their respective Providers make no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY AND THEIR RESPECTIVE PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING
THE SERVICES AND THE FACILITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES AND FACILITIES FOR A PARTICULAR
PURPOSE. 
 Section 4.02    Compliance with Legal Requirements and Regulations. Each Party hereto shall be
responsible for its own compliance with any and all Legal Requirements applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR
IMPLIED OBLIGATION OR WARRANTY OF THE SERVICES THAT COULD BE CONSTRUED TO REQUIRE PROVIDER TO DELIVER SERVICES HEREUNDER IN SUCH A MANNER TO ALLOW A RECIPIENT TO ITSELF COMPLY WITH ANY LEGAL REQUIREMENT APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH
RECIPIENT OR ANY RECIPIENT ENTITIES. 
 ARTICLE V 

LIABILITY AND INDEMNIFICATION 

Section 5.01    Limitation on Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER
PARTY NOR ANY OF THEIR AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE UNDER AND IN CONNECTION WITH THIS AGREEMENT TO THE OTHER PARTY OR ANY OF THEIR AFFILIATES FOR ANY CONSEQUENTIAL DAMAGES (EXCEPT WITH RESPECT TO CONSEQUENTIAL DAMAGES ARISING
FROM WILLFUL MISCONDUCT OF A PARTY OR ITS AFFILIATES) OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION LOSSES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL
AND DIMINUTION IN VALUE, WHETHER CAUSED BY BREACH OF THIS AGREEMENT OR OTHERWISE AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. 

  
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 Section 5.02    Indemnification by Recipients. Recipients
shall indemnify, defend and hold harmless the Provider Indemnitees from and against any and all Indemnifiable Losses of the Provider Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with the provision of
(or failure to provide) the Services and access to the Facilities (whether or not allegedly arising out of contract, tort (including negligence or strict liability) or otherwise), or in connection with the defense of any Action related to such
activities; provided, however, that a Provider Indemnitee shall not be entitled to recover any Indemnifiable Losses caused by or resulting from the applicable Provider Indemnitee’s material breach of this Agreement, gross
negligence, willful misconduct or fraud in providing any of the Services provided or to be provided by or on behalf of Provider pursuant to this Agreement. 

Section 5.03    Indemnification by Providers. Providers shall indemnify, defend and hold harmless the
Recipient Indemnitees from and against any and all Indemnifiable Losses of the Recipient Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with the provision of (or failure to provide) the Services and
access to the Facilities (whether or not allegedly arising out of contract, tort (including negligence or strict liability) or otherwise), but only to the extent such Indemnifiable Losses result from Provider’s (a) material breach of this
Agreement or (b) gross negligence or willful misconduct in providing any Services or access to Facilities pursuant to this Agreement; provided, however, that the maximum aggregate liability (whether or not allegedly arising out of
contract, tort (including negligence or strict liability) or otherwise) of the Everest Providers or the Newco Providers, as the case may be, to Recipients for Indemnifiable Losses hereunder shall not exceed the sum of the aggregate of all Service
Charges paid and payable by Recipients to the Everest Providers or the Newco Providers, as the case may be, with respect to (and prior to provision of (or failure to provide)) the Services or access to the Facilities giving rise to the Indemnifiable
Losses. 
 Section 5.04    Exclusivity. The indemnification obligations set forth in this Article V
are the exclusive indemnification obligations and the sole and exclusive monetary remedy with respect to the matters addressed in this Article V. 

Section 5.05    Procedures. The provisions of Section 4.4 and
Section 4.5 of the Separation Agreement are incorporated herein by reference, mutatis mutandis, and shall govern any claims for indemnification hereunder. 

ARTICLE VI 
 TERMINATION

 Section 6.01    Term; Termination. 

(a)    The term of this Agreement shall commence immediately upon the Effective Date and terminate upon the earlier of
(i) the expiration of the last to expire Service Term (including as may be extended pursuant to Section 2.03(b)), or (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety, in
each case, unless earlier terminated under this Section 6.01 (the “Term”). 

  
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 (b)    Notwithstanding Section 2.02, this
Agreement may be terminated (i) in its entirety or with respect to one or more Services by mutual written agreement of the Parties, or (ii) by a Party in its entirety or with respect to one or more Services or Facilities: (A) if the
other Party is in material breach of this Agreement and such breach is not corrected within thirty (30) days of a written notice from the non-breaching Party; (B) if the other Party fails to pay any
outstanding Service Charge or related cost or expense due hereunder and such failure is not corrected within thirty (30) days of a written notice from the terminating Party, except to the extent any part of an outstanding Service Charge or
related cost or expense is not paid due to a good faith dispute of such Service Charge or related cost or expense; or (C) immediately upon written notice to a Recipient if the Recipient (1) files for bankruptcy, becomes or is declared
insolvent, or is the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency, or the appointment of a receiver or similar officer, or makes an assignment for the benefit of all or substantially
all of its creditors, or (2) undergoes a direct or indirect change of control in which the new direct or indirect controlling party is a Provider Competitor without obtaining Provider’s prior written consent. For purposes of the foregoing
provision, a “change of control” means the direct or indirect sale of all or substantially all of the assets of a Party, any merger, consolidation or acquisition of a Party with, by or into another Person, or any direct or indirect change
in the ownership of more than fifty percent (50%) of the voting capital stock or equity, or power to appoint or elect more than 50% of the members of the board of directors or similar governing body, of a Party in one or more related transactions,
and “Provider Competitor” means any Person that manufactures, markets or sells products or services of the same or similar nature to products or services as are manufactured, marketed or sold by Provider or its Affiliates to the
same or similar types of customers as of the Closing Date. 
 (c)    Without prejudice to any rights with respect to a
Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service or access to any Facility, in whole but not in part, effective at the end of a calendar quarter for any reason or no reason: (i) upon
providing at least sixty (60) days’ written notice to the Provider’s Newco Transition Manager or Everest Transition Manager, as applicable, of such termination with respect to any Service or Facility with an original duration of less
than 12 months or (ii) upon providing at least ninety (90) days’ written notice to the Provider’s Newco Transition Manager or Everest Transition Manager, as applicable, of such termination with respect to any Service or
Facility with an original duration of 12 months or more, provided that (A) all related interdependent or bundled Services or access to Facilities provided to such Recipient must also be terminated at such time and (B) such Recipient
shall reimburse the Provider for all reasonable costs and expenses incurred by the Provider to accommodate such early termination (including any early termination fees incurred with respect to third-party contracts). 

Section 6.02    Effect of Termination. 

(a)    Upon termination of any Service or access to any Facility pursuant to this Agreement, the Provider of the
terminated Service or access to the Facility or its Affiliate shall have no further obligation to provide the terminated Service or access to the Facility, and Everest or Newco, as applicable, shall have no obligation to pay any Service Charges
relating to any such Service or access to such Facility; provided that Everest or Newco, as applicable shall remain obligated to the other Party for the Service Charges owed and payable in respect of Services or access to Facilities provided
prior to the date of termination. In connection with termination of any Service or access to any Facility, the provisions of this Agreement not relating solely to such terminated Service or access to such Facility shall survive any such termination.


  
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 (b)    In connection with a termination of this Agreement, Article
I, Article IV, Article V, this Article VI, Article VII, Article VIII, Article IX and Liability for all due and unpaid Service Charges shall continue to survive indefinitely. 

Section 6.03    Force Majeure. 

(a)    No Party (or any Person acting on its behalf) shall have any Liability or responsibility for failure to fulfill any
obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure;
provided that such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations. In the event of an occurrence of a Force Majeure, the Party whose performance is
affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as
reasonably practicable after the removal of the cause, and if the Provider is the Party so prevented then the Recipient shall not be obligated to pay the Service Charge for a Service or Facility to the extent and for so long as such Service or
Facility is not made available to the Recipient hereunder as a result of such Force Majeure. 
 (b)    During
the period of a Force Majeure, the Recipient shall be entitled to seek an alternative service provider at its own cost with respect to such Services or access to such Facilities and Everest or Newco, as applicable, shall be entitled to permanently
terminate such Services or access to such Facilities (and shall be relieved of the obligation to pay Service Charges for the provision of such Services or access to such Facilities throughout the duration of such Force Majeure or, in the event of
such permanent termination, thereafter) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days. 

ARTICLE VII 
 MANAGEMENT
AND CONTROL 
 Section 7.01    Cooperation. 

(a)    During the Term, each Party shall, and shall cause its Affiliate Recipients to, use its commercially reasonable
efforts to cooperate with the relevant Provider and its Affiliates with respect to such Provider providing the Services and access to the Facilities and responding to such Provider’s reasonable requests for information related to the
functionality or operation of the Services and Facilities. The Parties acknowledge and agree that general cooperation and information sharing of a de minimis nature (i.e., only with respect to activities of a short duration of less than one month
and involving less than 10% of the time of a full-time employee during such period), under this Section 7.01 shall be provided by a Party without cost or expense to the other Party. Except as contemplated by
Section 2.05 or 2.07, neither Party nor any of its Affiliates shall knowingly take any action which would substantially interfere with or 

  
 14 













 
substantially increase the cost of the other Party providing (or causing to be provided) any of the Services or access to the Facilities. After the Closing Date, each Party and its Affiliates
shall use its commercially reasonable efforts to enable the other Party or its Affiliates to provide the Services and access the Facilities as soon as possible after the Closing Date. Without limiting the foregoing, each Party shall provide the
relevant Provider with reasonable access (during reasonable business hours) to (i) records reasonably necessary for the provision of the Services and access to the Facilities; and (ii) the relevant Party’s personnel and facilities
reasonably necessary for the purpose of training and consultation with respect to the Services and access to Facilities. 

(b)    To the extent the Parties or a member of their respective Group have entered into any third-party Contracts in
connection with any of the Services or access to the Facilities, the Recipients shall comply with the terms of such agreement to the extent the Recipients or their Newco Transition Manager or Everest Transition Manager, as applicable, have been
informed of such terms. 
 Section 7.02    Required Consents. Each Party shall use commercially reasonable
efforts to obtain any and all third-party Consents necessary or advisable to allow the relevant Provider to provide the Services and access to the Facilities (the “Required Consents”); provided, however, that any
additional or incremental fees or other costs of obtaining, or seeking to obtain, such third-party Consents shall be paid by the Recipient of the provision of such Services and access to such Facilities. Each Party shall provide written evidence of
receipt of Required Consents to the other Party upon such other Party’s request. Notwithstanding the foregoing, or anything to the contrary contained herein, no Provider shall be required to provide a Service or access to a Facility to the
extent that such Provider does not obtain any Required Consent; provided, however, that the Parties shall cooperate in good faith to find a reasonable alternative to such Services for which such Required Consent cannot be obtained, and the
Provider shall use good faith efforts to supplement, modify, substitute or otherwise alter the Services, or access to the Facilities, to provide such Services or access to Facilities without such Required Consent (and the Recipient shall be
responsible for paying any increase in Service Charges resulting therefrom, calculated in a manner consistent with that for determining Service Charges upon a change in cost pursuant to Section 3.01(a)). 

Section 7.03    Primary Points of Contact for Agreement. 

(a)    Appointment and Responsibilities. Each Party shall appoint an individual to act as the primary point of
operational contact for the administration and operation of this Agreement, as follows: 
 (i)    The
individual appointed by Newco as the primary point of operational contact pursuant to this Section 7.03(a) (the “Newco Transition Manager”) shall have overall responsibility for coordinating, on behalf of
Newco, all activities undertaken by Newco and its Providers, Affiliates and Representatives hereunder, including the performance of Newco’s obligations hereunder, the coordinating of the provision of the Newco Provided Services and access to
the Newco Provided Facilities with Everest, acting as a day-to-day contact with Everest Transition Manager and making available to Everest the data, facilities,
resources and other support services from Newco required for Everest Providers to be able to 

  
 15 













 
provide the Everest Provided Services and access to the Everest Provided Facilities in accordance with the requirements of this Agreement. Newco may change Newco Transition Manager from time to
time upon written notice to Everest. Newco shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change. 

(ii)    The individual appointed by Everest as the primary point of operational contact pursuant to this
Section 7.03(a) (the “Everest Transition Manager”) shall have overall operational responsibility for coordinating, on behalf of Everest, all activities undertaken by Everest and its Providers, Affiliates
and Representatives hereunder, including the performance of Everest’s obligations hereunder, the coordinating of the provision of the Everest Provided Services and access to the Everest Provided Facilities with Newco, acting as a day-to-day contact with Newco Transition Manager and making available to Newco the data, facilities, resources and other support services from Everest required for Newco
Providers to be able to provide the Newco Provided Services and access to the Newco Provided Facilities in accordance with the requirements of this Agreement. Everest may change Everest Transition Manager from time to time upon written notice to
Newco. Everest shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change. 

(b)    Review Meetings. Everest Transition Manager and Newco Transition Manager shall meet either in-person at a mutually acceptable location or via telephone or video conference at least monthly to review Everest’s and Newco’s provision of the Services and access to the Facilities as required under
this Agreement. 
 Section 7.04    Provider Personnel. 

(a)    The Provider of any Service or access to any Facility shall make available to the Recipient of such Service or
access to such Facility such personnel as may be reasonably necessary to provide such Service, in accordance with such Provider’s standard business practices. The Provider shall have the right to (i) designate which personnel it will
assign to perform such Service, and (ii) remove and replace such personnel at any time. 
 (b)    The Provider of
any Service or Facility access shall be solely responsible for all salary, employment and other benefits of and Liabilities relating to the employment of persons employed by such Provider. In performing their respective duties hereunder, all such
employees and representatives of any Provider shall be under the direction, control and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of
employment), assignment and compensation of such employees and representatives. 
 Section 7.05    No
Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any party acting as an agent of another unaffiliated party in the conduct of such other party’s business. A Provider of any Service or access to
any Facility hereunder shall act as an independent contractor and not as the agent of the Recipient or its Affiliates in performing such Service or providing access to such Facility. No partnership, joint


  
 16 













 
venture, alliance, fiduciary or any relationship other than that of independent contractors is created hereby, expressly or by implication. The Parties’ respective rights and obligations
hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein. 

ARTICLE VIII 

CONFIDENTIAL INFORMATION 

Section 8.01    Treatment of Confidential Information. The provisions of Section 5.6
of the Separation Agreement are incorporated herein by reference, mutatis mutandis, and shall govern the treatment of Confidential Information hereunder. 

ARTICLE IX 

MISCELLANEOUS 

Section 9.01    Certain Provisions Incorporated by Reference; Precedence. The provisions of Article
VII, Sections 8.1, 8.6, 8.9, 8.11, 8.14, 8.15 and 8.19 (other than Sections 8.19(b) and 8.19(j)) of the Separation Agreement are hereby incorporated by reference mutatis
mutandis. The provisions of Article VII and Section 8.14 of the Separation Agreement shall govern any Dispute under or in connection with this Agreement. In the event of any inconsistency between this Agreement
and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern. 

Section 9.02    Notices. All notices, requests, demands and other communications under this Agreement shall be
in English, shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the U.S. return receipt requested, upon receipt; (b) if sent by nationally recognized overnight
air courier (such as Federal Express), two (2) Business Days after mailing; (c) if sent by facsimile transmission or e-mail before 5:00 p.m. Eastern Time, when transmitted and receipt is confirmed;
(d) if sent by facsimile transmission or e-mail after 5:00 p.m. Eastern Time and receipt is confirmed, on the following Business Day; or (e) if otherwise actually personally delivered, when
delivered; provided that such notices, requests, demands and other communications are delivered to the physical address, e-mail address or facsimile number set forth below, or to such other address as a
Party shall provide by like notice to the other Party to this Agreement: 
 if to Newco: 

Apergy Corporation 
 2445
Technology Forest Blvd., 12th Floor 
 The Woodlands, TX 77381 

Attn: General Counsel 
 Email:
general.counsel@apergy.com 

  
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 with a copy (which shall not constitute notice) to: 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 
 New York, NY
10153 
 Attn:     Michael J. Aiello 

             Sachin Kohli 

Email:   michael.aiello@weil.com 

    sachin.kohli@weil.com 

Fax:      (212) 310-8007 

if to Everest: 
 c/o Ecolab
Inc. 
 1 Ecolab Place 
 Saint
Paul, MN 55102 
 Attn: General Counsel 

Email: generalcounsel@ecolab.com 

with a copy (which shall not constitute notice) to: 

Skadden, Arps, Slate, Meagher & Flom LLP 

Attn:     Charles W. Mulaney, Jr. 

             Richard C. Witzel, Jr. 

155 N. Wacker Drive, Suite 2700 

Chicago, IL 60606 

Email:  charles.mulaney@skadden.com 

             rich.witzel@skadden.com 

Fax:     (312) 407-0411 

Section 9.03    Assignment. This Agreement shall not be assignable, in whole or in part, directly or
indirectly, by any party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.
Notwithstanding the foregoing, and without prejudice to either Party’s rights under Section 6.01(a), this Agreement shall be assignable to (i) an Affiliate of a Party, or (ii) a bona fide third party in
connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by
operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment
permitted by this Section 9.03 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement. 

Section 9.04    Successors and Assigns. The provisions of this Agreement and the obligations and rights
hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns. 

Section 9.05    Payment Terms. Without the consent of the Party receiving any payment under this Agreement
specifying otherwise, and except as otherwise specified in the 

  
 18 













 
Schedules attached hereto, all payments to be made under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be
converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg. 

Section 9.06    Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties, Athena,
and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 

Section 9.07    Schedules. The Schedules shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein. 
 Section 9.08    Interpretation. The
Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any
instrument to be drafted. 
 [signature page follows] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first
written above by their respective duly authorized officers. 
  

			
	ECOLAB INC.
		
	By:	 	
                     


	Name:	 	
	Title:	 	
	
	CHAMPIONX HOLDING INC.
		
	By:	 	
                     


	Name:	 	
	Title: