exv10w1





Exhibit 10.1



EXECUTION VERSION



TRANSITION SERVICES AGREEMENT




          This Transition Services Agreement
 (“Agreement”) is dated as of May 1, 2008, between Cadbury Schweppes plc, a United Kingdom public limited company (“Cadbury”),
and Dr Pepper Snapple Group, Inc., a Delaware corporation (“DPS”).




RECITALS




          WHEREAS, the board of directors of Cadbury has determined that it is in the best interests of
Cadbury and its shareholders to separate Cadbury into two separate, publicly traded companies,
which shall operate the Cadbury plc Business and the Beverages Business, respectively (the
“Separation”); and




          WHEREAS, Cadbury plc, a United Kingdom public limited company, and DPS have entered into a
Separation and Distribution Agreement (the “Separation Agreement”), dated as of May 1,
2008, which sets forth, among other things, the assets, liabilities, rights and obligations of each
of the parties thereto following the Separation; and




          WHEREAS, in connection with the Separation, Cadbury will continue to provide, or cause to be
provided, to DPS, and DPS will continue to provide, or cause to be provided, to Cadbury, certain
services for a limited period of time after the Separation pursuant to this Agreement.




          NOW, THEREFORE, in consideration of the mutual covenants contained herein, the signatories
covenant and agree as follows:




ARTICLE I




DEFINITIONS




          Section 1.1 . Capitalized terms used herein and not otherwise defined herein shall
have the meanings set forth in the Separation Agreement. The following terms used herein shall
have the following meanings:




          “Affiliate” shall have the meaning set forth in the Separation Agreement and for purposes of
this Agreement, shall refer to Cadbury’s Affiliates or DPS’ Affiliates, as the case may be,
post-Separation.




          “Cadbury Providing Party” shall have the meaning set forth in Section 5.2.




          “Cadbury Receiving Party” shall have the meaning set forth in Section 5.6.




          “Cadbury Services” shall have the meaning set forth in Section 2.1.




          “Confidential Information” shall have the meaning set forth in Section 2.5(a).




          “Consents” shall have the meaning set forth in Section 2.3.




 









 








          “Disclosing Party” shall have the meaning set forth in Section 2.5(a).




          “DPS Providing Party” shall have the meaning set forth in Section 5.5.




          “DPS Receiving Party” shall have the meaning set forth in Section 5.3.




          “DPS Services” shall have the meaning set forth in Section 2.2.




          “Force Majeure Event” shall have the meaning set forth in Section 9.1.




          “Incoming Service Fee” shall have the meaning set forth in Section 4.1.




          “Indemnified Party” shall have the meaning set forth in Section 7.3.




          “Indemnifying Party” shall have the meaning set forth in Section 7.3.




          “Outgoing Service Fee” shall have the meaning set forth in Section 4.1.




          “Providing Party” shall have the meaning set forth in Section 3.2.




          “Receiving Party” shall have the meaning set forth in Section 3.2.




          “Recipient” shall have the meaning set forth in Section 2.5(a).




          “Representatives” shall have the meaning set forth in Section 2.5(a).




          “SAS” shall have the meaning set forth in Section 5.3.




          “Senior Managers” shall mean the individuals appointed by the Chief Legal Officers
of each party hereto.




          “Services” shall have the meaning set forth in Section 2.2.




          “Transition Representative” shall mean Thomas Whitten, in the case of Cadbury, and Angie
Wallander, in the case of DPS, or their respective replacements or designees.




          “VAT” shall have the meaning set forth in Section 4.1(c).




ARTICLE II




DESCRIPTION OF SERVICES; STANDARD OF PERFORMANCE




          Section 2.1 On the terms and subject to the conditions contained herein, Cadbury shall
provide, or cause to be provided, to DPS and its Affiliates the services identified in Schedule
A hereto, as such Schedule A may be from time to time supplemented or modified in
accordance with the provisions of this Agreement (the “Cadbury Services”).




-2-









 








          Section 2.2 On the terms and subject to the conditions contained herein, DPS shall
provide, or cause to be provided, to Cadbury and its Affiliates the services identified in
Schedule B hereto, as such Schedule B may be from time to time supplemented or
modified in accordance with the provisions of this Agreement (the “DPS Services”, and together with
Cadbury Services, the “Services”).




          Section 2.3 . Each party shall, and shall cause its respective Affiliates to, provide
the Services in a commercially reasonable manner and with reasonable skill and care.
Notwithstanding the foregoing, the standard of care for provision of the Services shall in all
material respects be no less than the level of care, skill and quality as are currently being
provided to and by such party and its Affiliates and have been provided in the preceding twelve
months, provided that, in the case where the Services are not currently being provided,
each party shall provide the Services in a commercially reasonable manner and with reasonable skill
and care. The relevant measurement of performance of the Services shall be the measurement
metrics, if any, currently used by DPS and its Affiliates or by Cadbury and its Affiliates, as the
case may be. Cadbury and DPS shall, and shall cause each of its Affiliates that is a Providing
Party to, use commercially reasonable efforts to cooperate with each other in all matters relating
to the provision of the Services. With respect to actions taken by the Receiving Party in
connection with the Services received, the Receiving Party shall use the Services in a commercially
reasonable manner in compliance with all applicable Laws. The Providing Party hereby grants the
Receiving Party a license under all of its Intellectual Property used in the performance of
Services solely to the extent required for the Receiving Party to receive the Services hereunder.




          Section 2.4 . Cadbury and DPS shall each use its (and shall cause its applicable
Affiliates to use their) reasonable best efforts to obtain all required consents, licenses or
approvals necessary to perform the Services (the “Consents”) (that have not already been procured
prior to the Distribution Date) as soon as reasonably practicable following the date hereof;
provided that, each party shall notify the other in writing of any terms to which a
proposed Consent is to be subject and shall use its reasonable best efforts to agree with the
relevant third party any reasonable amendments to a proposed Consent requested by Cadbury or DPS,
as the case may be. If the parties are unable to obtain any required Consents, the parties shall
negotiate in good faith reasonable modifications of the Services so that such Consents are not
required.




          Section 2.5 . (a) Each party recognizes that in the performance of its obligations
under this Agreement, or as a result of the parties’ ongoing relationship pursuant to this
Agreement, non-public, confidential and/or proprietary information (“Confidential Information”)
belonging or relating to the other party or its Affiliates (each, a “Disclosing Party”), including
Confidential Information regarding the Services may be disclosed or become known to the other party
or its Affiliates or its officers, directors, controlling persons, employees, lenders, agents,
representatives, accountants and counsel (collectively, “Representatives”) (each, a “Recipient”).
Each party acknowledges that all Confidential Information disclosed in connection with the
provision of Services remains the property of the Disclosing Party. Unless otherwise expressed in
writing to the other party, information, including any information expressed orally, that is
exchanged between the parties or their respective Affiliates in connection with the performance of
their respective obligations under this Agreement shall be



-3-









 






presumed to be Confidential Information. Each party shall, and shall cause its Affiliates and
Representatives to, keep the Disclosing Party’s Confidential Information confidential and take such
precautions with respect to the Disclosing Party’s Confidential Information as it normally takes
with its own non-public, confidential and/or proprietary information, which shall be no less than a
reasonable standard of care under the circumstances. This obligation shall not apply to:





     (i) information that, at the time of disclosure, is in the public domain or generally
known in the industry, other than as a result of a breach by the other party or its
Affiliates or Representatives of any of the provisions of this Agreement or of any other
duty of confidentiality owed to the other party or its Recipients;




     (ii) information that, after disclosure to the Recipient hereunder, is published or
otherwise becomes part of the public domain or generally known in the industry through no
fault of the party (or such party’s Recipients) to whom the information was disclosed;




     (iii) information that a party can demonstrate through its records was in its lawful
possession or the lawful possession of a Recipient at the time such party received such
information (except for Confidential Information regarding DPS or its Affiliates in
Cadbury’s possession or Confidential Information regarding Cadbury or its Affiliates in the
possession of Representatives that are transferred to DPS or its Affiliates, each of which
shall continue to be confidential); and




     (iv) information that may be received by a Recipient in good faith from a source other
than the Disclosing Party, which source either has no duty of confidentiality to such other
party or, if such source does have a duty of confidentiality, the Recipient of such
Confidential Information was unaware of or had no reasonable basis for knowing thereof
(provided that, if a Recipient later becomes aware or reasonably should know of such duty,
this exception shall no longer apply).



          (b) Each party shall inform any and all of its Recipients that receive Confidential
Information of a Disclosing Party of the confidential and proprietary nature of such Confidential
Information and shall inform such Recipients that such Confidential Information is to be kept
strictly proprietary and confidential pursuant to the terms of this Agreement. Each party shall
explain to each such Recipient his or her responsibilities and obligations under this Section 2.5,
and shall establish commercially reasonable procedures to ensure that the Confidential Information
is properly protected and monitored for purposes of adhering to the terms of this Section 2.5.
Except to the extent otherwise specifically provided in this Section 2.5, the Confidential
Information will be kept confidential by each party and its Recipients. Each party agrees to be
responsible for any breach of this Section 2.5 by any of its Recipients.




          (c) Each party and its Recipients shall maintain, however, the right to disclose the
Confidential Information of a Disclosing Party if required to do so by Law, subpoena or other legal
process, provided that, in the case of any such potential disclosure pursuant to this Section
2.5(c), the Recipient shall provide the Disclosing Party with prompt notice of such requirement and
shall use its reasonable best efforts to keep and assist the Disclosing Party in keeping it
confidential by all appropriate means, and shall, to the extent reasonably practical, afford the



-4-









 






Disclosing Party the opportunity to contest the disclosure obligation and cooperate with any
Recipients in seeking any such protective order or other appropriate legal remedy, in each case, at
the Disclosing Party’s request and expense. If a Recipient finds it necessary to disclose any
Confidential Information, such Person will disclose only that portion of the Confidential
Information that it is advised in writing by counsel is legally required to be disclosed and will
use its reasonable best efforts, at the Disclosing Party’s request and expense, to ensure that all
Confidential Information so disclosed will be accorded confidential treatment.




          (d) Upon termination of this Agreement for any reason, no Recipient shall disclose nor make
any further use of a Disclosing Party’s Confidential Information and upon written request shall
immediately return or destroy all such Confidential Information as shall be in written or other
tangible form (including all copies thereof), provided, however, that each party
shall be entitled to retain one record copy in its legal department, to be held in strict
confidence, subject to the above exceptions; and provided, further, that if such
Confidential Information is destroyed, upon written request, shall certify the same to the
Disclosing Party.




          (e) The parties acknowledge that in the event of any breach or threatened breach of this
Agreement pertaining to Confidential Information, the non-breaching party will not have an adequate
remedy at law and may suffer irreparable injury as a result of any such breach. Therefore, in the
event of any such breach or threatened breach, the non-breaching party shall, in addition to any
other remedies available at law or in equity, be entitled to specific performance, without posting
bond or other security.




          Section 2.6 . The Transition Representatives shall meet regularly in person,
telephonically, or as they otherwise agree at least monthly for the first year following the date
hereof, to discuss any issues arising under this Agreement and the need for any modifications or
additions hereto.




          Section 2.7 . Subject to Section 2.8, except with respect to any services of the type
described on Schedule D, if either party can demonstrate that, by virtue of the
transactions contemplated by the Separation Agreement, either party requires a service not
currently provided for under this Agreement that was provided by or to a member of the Cadbury and
its Affiliates by or to DPS and its Affiliates, as the case may be, in the twenty-four (24) month
period prior to the Distribution Date, the parties shall cooperate and endeavor in good faith to
modify and supplement the schedules to this Agreement (including any other attachments thereto, if
any) to accurately identify those services, and to specify the manner and term in which such
services shall be performed and, as appropriate, to enter into ancillary transition services
agreements addressing the provision of certain critical services or the provision of the Services
in certain jurisdictions (including price calculated pursuant to Section 4), in order to refine and
further effect the understandings set forth in this Agreement. Unless otherwise so agreed, in no
event shall any such modification or supplement to the schedules (other than the election by a
party to identify a Service which it does not elect to receive and for which service fees shall not
be payable) or the execution of any ancillary agreements result in any change in the fees for the
Services.




-5-









 








          Section 2.8 . Where a service that was provided by a third party to Cadbury or its
Affiliates (including DPS and its Affiliates) prior to the Distribution Date is not otherwise
provided for in this Agreement and is reasonably required by DPS or Cadbury to continue DPS’ or
Cadbury’s remaining businesses, as applicable, in substantially the same manner as that carried on
in the twenty-four month period prior to the Distribution Date, Cadbury or DPS, as applicable, will
provide such assistance as is reasonable under the circumstances so as to enable the other party to
put in place similar arrangements with such third party.




          Section 2.9 . Except as otherwise specified in this Agreement, all costs and expenses,
including fees and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such costs and expenses.




          Section 2.10 . Subject to Section 2.3 of this Agreement, the Cadbury Providing Party
and DPS Providing Party (each, as defined below), as applicable, shall be responsible for selecting
and supervising in good faith the personnel who will perform any particular Cadbury Service or DPS
Service, respectively, and performing all administrative services with respect to such personnel,
including establishing compensation structure and work load balancing.




          Section 2.11 . Cadbury and DPS shall, or shall cause their respective Affiliates to,
make available on a timely basis to the Providing Party all information reasonably requested by
such Providing Party to enable it to provide the Services and provide reasonable access to the
Providing Party of such party’s premises to the extent necessary for the purpose of providing the
Services.




ARTICLE III




PERIOD OF SERVICES: TERM




          Section 3.1 . The parties agree that, except as otherwise designated in this
Agreement, all services covered by this Agreement shall terminate on the date indicated on
Schedule A or Schedule B, as applicable, unless earlier terminated by the Receiving
Party upon such prior written notice as set forth on Schedule A or Schedule B, as
applicable, or pursuant to Section 3.2(c) of this Agreement or extended by the mutual written
agreement of the Providing Party and Receiving Party. This Agreement shall terminate when the
terms for all Services have terminated; provided, however, that Sections 2.5, 2.9 and Articles 5,
7, 8 and 9 shall survive any such termination; provided further that Sections 5.4 and 5.7 shall
continue for one year only.




          Section 3.2 . (a) Each party shall, or shall cause its Affiliate that is providing
the Services hereunder (a “Providing Party”) to, cooperate in a commercially reasonable manner with
the party receiving the Services hereunder (a “Receiving Party”) to facilitate the transfer of
responsibility for the Services to the Receiving Party or its designee. Each party shall use its
commercially reasonable efforts to: (i) assume performance of the Services within shorter time
periods than those specified on Schedule A or Schedule B, as applicable, and (ii)
make or obtain any approvals, permits and licenses and implement such systems as may be necessary
for



-6-









 






such party to provide the Services independently as soon as reasonably practicable following
the Distribution Date.




          (b) As soon as reasonably practicable following the termination of this Agreement or the
discontinuation of any Services, the Providing Party shall deliver to the Receiving Party, at the
Receiving Party’s expense, copies of any books, records, data and reports reasonably requested by
the Receiving Party in connection with such Services. Subject to the requirements of any
applicable Laws, each Receiving Party agrees to keep any information it receives pursuant to this
Section 3.2(b) that relates to a Disclosing Party confidential in accordance with Section 2.5.




          (c) Notwithstanding anything to the contrary in this Agreement, a party may terminate any
Service or all Services immediately upon notice to the other party in the event of a material
breach of this Agreement by the breaching party that is not cured within thirty (30) days following
written notice from the non-breaching party.




ARTICLE IV




COMPENSATION; PAYMENT TERMS




          Section 4.1 . (a) DPS shall pay to Cadbury a fee for each Service that is provided to
DPS and its Affiliates hereunder (collectively, the “Incoming Service Fee”) and Cadbury shall pay
to DPS a fee for each Service that is provided to Cadbury and its Affiliates hereunder
(collectively, the “Outgoing Service Fee”). The costs for each Service (the “Costs”) shall be the
actual direct cost incurred by the Providing Party in performing such Service, calculated as set
forth on Schedule C, which shall include a reasonable allocation for overhead salary,
wages, benefits, taxes and other expenses attributable thereto (but shall exclude, for the
avoidance of doubt, any overhead expenses for branding, marketing and other similar expenses) and
without any markup for profit, calculated in a manner consistent with past custom and practice of
the Providing Party with respect to such Service (or Cadbury Schweppes SBS, Inc. in the case of the
Services which were not historically provided by the Providing Party); provided,
however, that such Costs shall be adjusted to reflect any termination or expiration of any
Transition Service pursuant to Article 3 of this Agreement.




          (b) The Incoming Service Fee and the Outgoing Service Fee shall include all out-of-pocket
charges and costs of performing the Services hereunder, including, without limitation, license
fees, royalties or provider services fees.




          (c) The fees payable by a Receiving Party to a Providing Party shall, in each case, be taken
to be exclusive of any value added Taxes, sales Taxes, or similar Taxes (“VAT”) properly chargeable
in respect of the transactions hereunder, and an amount equal to such Taxes so chargeable shall,
subject to receipt of a valid VAT receipt or invoice in accordance with Section 4.1(f) below, be
paid by the Receiving Party to the Providing Party in addition to the fees otherwise payable under
this Agreement.




          (d) In the event that applicable Law requires that any amount in respect of Taxes be withheld
from any payment by a Receiving Party to a Providing Party under this Agreement,



-7-









 






the Receiving Party shall withhold the required amounts and pay such withheld amounts over to
the applicable Governmental Authority in accordance with the requirements of the applicable Law,
and any amount so withheld and paid over shall be treated as having been paid to the Providing
Party, and the Receiving Party shall not be required to pay any additional amount as a result of or
in respect of such withholding.




          (e) In each case where an amount in respect of VAT is payable by the Receiving Party in
respect of a service provided by the Providing Party, DPS or Cadbury (as the case may be) shall
ensure that the Providing Party shall furnish in a timely manner a valid VAT receipt or invoice to
the Receiving Party in the form and manner required by Law to allow the Receiving Party or, as the
case may be, any of its affiliates to recover such Tax to the extent allowable by Law.




          (f) Except in the event the Receiving Party disputes a charge, the Receiving Party shall pay,
or cause payment to be made to, the Providing Party, within 30 days of receipt of a reasonably
detailed written invoice from the Providing Party, for the Cost of each Service rendered hereunder,
which invoice shall be delivered by the Providing Party to Cadbury or DPS, as applicable, by the
30th day of each month for the Services provided during the preceding month. Payments shall be
made by wire transfer to an account designated in writing from time to time by Cadbury or DPS, as
applicable.




ARTICLE V




ACCESS TO RECORDS




          Section 5.1 . During the term of this Agreement, each party shall, for the lesser of a
period of seven years after the Distribution Date or a period specified by such party’s record
retention policies, retain the books and records of each party and their respective Affiliates
relating to the Services provided hereunder in accordance with the record retention policies of
such party; provided, however, that each party shall notify the other party at
least 60 days in advance of destroying any such books and records in order to provide the other
party the opportunity to access such books and records and if the other party fails to request that
such books and records be delivered to them at the requesting party’s expense, within 60 days after
receipt of such notice, each party may destroy such books and records.




          Section 5.2 . Subject to Section 2.5 above, Cadbury shall provide, or cause to be
provided, to DPS and its Representatives reasonable access to the books, records (including, but
not limited to, records and documentation referred to in Section 5.1), premises, systems and
personnel of each Providing Party of Cadbury (a “Cadbury Providing Party”) to permit DPS to audit
Cadbury’s or a Cadbury Providing Party’s compliance with this Agreement, provided that this
right of access is exercised with reasonable prior notice and DPS uses its reasonable efforts to
cause as little disruption as is reasonably possible to the performance of the Services and Cadbury
Providing Party’s other businesses, provided further that DPS may only undertake
two such audits per calendar year.




          Section 5.3 . In addition to the rights set out in Section 5.2, Cadbury shall comply
and shall cause each Cadbury Providing Party to comply with any reasonable request of



-8-









 






DPS, including any review in accordance with the Statement of Auditing Standards No. 70 (Type
11) (the “SAS”), of any third party service provider of Cadbury for information relating to the
Services that may be required by DPS or any Receiving Party of DPS (a “DPS Receiving Party”) to
enable them to comply with the Sarbanes-Oxley Act of 2002 (and any resultant, similar or
replacement legislation, rules or guidance).




          Section 5.4 . If, based upon any audit performed in accordance with Sections 5.2 or
5.3, there has been either an overcharge or undercharge for the costs of the Services, then Cadbury
Providing Party or DPS, as the case may be, will promptly reimburse or pay to the other Party such
difference. All the costs of any audit conducted under Sections 5.2 or 5.3 shall be borne by DPS.




          Section 5.5 . Subject to Section 2.5 above, DPS shall provide, or cause to be
provided, to Cadbury and its Representatives reasonable access to the books, records (including,
but not limited to, records and documentation referred to in Section 5.1), premises, systems and
personnel of the Providing Party of DPS (the “DPS Providing Party”) to permit Cadbury to audit DPS’
or a DPS Providing Party’s compliance with this Agreement, provided that this right of
access is exercised with reasonable prior notice and Cadbury uses its reasonable efforts to cause
as little disruption as is reasonably possible to the performance of the Services and DPS Providing
Party’s other businesses, provided further that Cadbury may only undertake two such
audits per calendar year.




          Section 5.6 . In addition to the rights set out in Section 5.5, DPS shall comply and
shall cause each relevant DPS Providing Party to comply with any reasonable request of Cadbury,
including any review in accordance with the SAS, of any third party service provider of DPS for
information relating to the Services that may be required by Cadbury or any Receiving Party of
Cadbury (a “Cadbury Receiving Party”) to enable them to comply with the Sarbanes-Oxley Act of 2002
(and any resultant, similar or replacement legislation, rules or guidance).




          Section 5.7 . If, based upon any audit performed in accordance with Sections 5.5 or
5.6, there has been either an overcharge or undercharge for the costs of the Services, then DPS
Providing Party or Cadbury, as the case may be, will promptly reimburse or pay to the other Party
such difference. All the costs of any audit conducted under Sections 5.5 and 5.6 shall be borne by
Cadbury.




ARTICLE VI




ASSIGNMENT




          Section 6.1 . Except as otherwise provided in this Article 6, neither party shall
assign its rights or obligations under this Agreement, or any part hereof, without the prior
written consent of the other party (which consent shall not be unreasonably withheld). Either
party may, at its election, assign its rights and corresponding obligations under this Agreement in
whole or in one or more parts to any one or more of its Affiliates so long as such assigning party
agrees to remain fully obligated for the performance of the terms and provisions of this Agreement
as they relate to the Services being assigned.




-9-









 








          Section 6.2 . Notwithstanding anything to the contrary in this Agreement, a party
shall be entitled to assign its rights and/or obligations under this Agreement in whole or in part
to an unrelated party in one or more locations in connection with the sale, transfer or other
disposal by it or any of its Affiliates of its business or operations that receives and/or provides
the Services under this Agreement in such location and this Agreement shall thereafter be read and
construed as if it were a separate and independent contract between the unrelated party and the
party hereto as regarding the services and facilities to be received and/or provided under this
Agreement in such locations. Notwithstanding the foregoing, in the event a party assigns its
rights and/or obligations hereunder upon a sale or transfer to an unrelated party as set forth
above, (a) such transferor shall be entitled to continue to receive the Services (other than the
Services that are the subject of such assignment) from the other party in accordance with the terms
of this Agreement following any such assignment, and the other party shall have no right to
terminate this Agreement as a result of such assignment, and (b) no such assignment shall relieve
the transferor of any obligations hereunder in the event that such transferee fails to perform in
any manner or breaches this Agreement.




          Section 6.3 . Any attempted or purported assignment in violation of this Section 6
shall be null and void ab initio. In the event of a permitted assignment hereunder, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their respective successors
and permitted assigns.




ARTICLE VII




LIMITATION ON LIABILITY; THIRD PARTY CLAIMS




          Section 7.1 . Except with respect to damages included in an award against an
Indemnified Party (as defined herein) resulting from a Third Party Claim for which such party is
indemnified hereunder, in no event shall either party or its respective Representatives and
Affiliates have any liability whether in contract or tort (including negligence and strict
liability) or otherwise, at law or equity, for loss of profit, diminution in value, loss of
goodwill, claims of customers, or consequential, incidental or punitive damages or other special
damages as a result of, provision of or failure to provide the services under the terms of this
Agreement. Subject to such other remedies permitted by Section 2.5 above and except as
specifically provided in the previous sentence or in the event of bad faith or willful misconduct
of such party, the maximum liability of each party and its Representatives and Affiliates to, and
the sole remedy of, the other party or its Affiliates or Representatives for any act or failure to
act in connection herewith (including but not limited to, the performance or breach of this
Agreement) shall be the greater of (i) a refund of price paid for the particular Service, (ii) such
other party’s incremental cost of performing the Service itself or (iii) such other party’s
incremental cost of obtaining the Service from a third party.




          Section 7.2 . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING
SECTION 2.3), AND WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES IN THE SEPARATION AGREEMENT,
THE PARTIES MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND NO
REPRESENTATION OR WARRANTY SHALL BE IMPLIED UNDER THIS AGREEMENT OR AT LAW, INCLUDING, WITHOUT
LIMITATION,



-10-









 






RELIABILITY, ACCURACY, SUITABILITY, COMPLETENESS, WARRANTY OF MERCHANTABILITY OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, AS TO THE SERVICES TO BE PERFORMED HEREUNDER.




          Section 7.3 . Subject to the limitations set forth in Section 7.1, each party (the
“Indemnifying Party”) agrees that it shall protect, indemnify and hold the other party and its
Affiliates and their Representatives (each, the “Indemnified Party”) harmless from and against all
Indemnifiable Losses and shall defend such party at the Indemnifying Party’s expense (to the extent
of any Third Party Claims) in any Action for injuries to or death of any Person or Persons or loss
of or damage to the property of any Person or Persons whomsoever (including without limitation the
agents and employees of the Indemnified Party) or infringement of any Person’s or Persons’
Intellectual Property arising out of the actions of the Indemnifying Party, or its Representatives,
in connection with or as a result of this Agreement or the performance of the Indemnifying Party’s
Services, the unauthorized use by the Indemnifying Party of the Services or other obligations
hereunder.




          Section 7.4 . The Indemnified Party shall give the Indemnifying Party prompt notice of
any indemnifiable Action asserted against it.




          Section 7.5 . Except with respect to any Third Party Claims, the receipt by a
Receiving Party or its Affiliates of the Services shall be an unqualified acceptance of, and a
waiver by, the Receiving Party and its Affiliates of their rights to make any claim (other than
based on gross negligence or fraud) with respect to such Services unless the Receiving Party gives
written notice of the claim to the Providing Party within the later of (i) sixty (60) days after
receipt of the Service by the Receiving Party or its Affiliates or (ii) thirty (30) days after the
date on which the Receiving Party became, or should have become, aware of the facts, events,
occurrences or circumstances underlying such claim; provided, that, in no event shall the
Receiving Party be entitled to give notice of a claim more than one (1) year after receipt of the
Service by the Receiving Party or its Affiliates.




ARTICLE VIII




DISPUTE RESOLUTION




          Section 8.1 . Prior to the initiation of formal dispute resolution procedures, the
parties shall first attempt to resolve any dispute arising out of or in connection with this
Agreement or the transactions contemplated hereby informally, as follows:




          (a) The parties shall first attempt in good faith to resolve all disputes on a local level and
shall attempt to initiate such efforts within two Business Days after receipt of notice of any such
dispute. If the parties are unable to resolve a dispute in an amount of time that either party
deems reasonable under the circumstances, such party may refer the dispute for resolution to the
Senior Managers pursuant to the provisions of Section 8.1(b).




          (b) Within five Business Days of a notice under Section 8.1(a) referring a dispute for
resolution by Senior Managers, the Transition Representatives (or other employees of the parties)
shall each prepare and provide to the Senior Managers of each party summaries of the



-11-









 






relevant information and background of the dispute, along with any appropriate supporting
documentation. The designated Senior Managers will confer as often as they deem reasonably
necessary in order to gather and exchange information, discuss the dispute and negotiate in good
faith, in an effort to resolve the dispute without the need for any formal proceedings.




          (c) Formal proceedings for the resolution of a dispute pursuant to Section 8.2 may not be
initiated until at least ten Business Days after the receipt by a party of a notice under Section
8.1(a) referring a dispute to Senior Managers.




          Section 8.2 . All disputes arising out of or in connection with this Agreement and the
transactions contemplated hereby which cannot be resolved through the procedures described herein
or therein shall be finally resolved solely and exclusively by means of arbitration to be conducted
in English in the City of New York. The arbitration shall be conducted by a sole arbitrator
appointed by agreement of the parties, or failing such agreement, under the Commercial Rules of the
American Arbitration Association and the arbitration will proceed under such Rules. The decision
of the arbitrator shall be final, conclusive and binding upon the parties, and a judgment upon the
award may be obtained and entered in any federal or state court of competent jurisdiction. The
parties agree that any arbitration shall be kept confidential and any element of such arbitration
(including but not limited to any pleadings, briefs or other documents submitted or exchanged, any
testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitral
tribunal, the parties, their counsel and any Person necessary to conduct the arbitration, except as
may be required in recognition and enforcement proceedings, if any, or in order to satisfy
disclosure obligations imposed by any applicable Law. The parties agree to cooperate in providing
each other with all discovery, including but not limited to the exchange of documents and
depositions of parties and non-parties, reasonably related to the issues in the arbitration. If
the parties are unable to agree on any matter relating to such discovery, any such difference shall
be determined by the arbitrator. The parties also agree to submit to the non-exclusive personal
jurisdiction of the federal and state courts sitting in New York, New York, for the limited purpose
of enforcing this arbitration agreement (including, where appropriate, issuing injunctive relief)
or any award resulting from arbitration pursuant to this Section 8.2. The parties agree that the
arbitration proceeding described in this Section 8.2 is the sole and exclusive manner in which the
parties may resolve disputes arising out of or in connection with this Agreement; provided,
however, that the parties expressly agree that nothing herein shall prevent the parties
from applying to a court having jurisdiction over any of the parties hereto for provisional,
injunctive or interim relief to preserve the status quo or otherwise to prevent irreparable harm to
a party pending the outcome of arbitration. The prevailing party in any arbitration shall be
entitled to attorneys’ fees and costs and the non-prevailing party shall be responsible for all
expenses of the arbitration.




          Section 8.3 . If there is a dispute between the parties, each party shall continue to
perform all of their obligations under this Agreement (including the obligations in dispute).




-12-









 








ARTICLE IX




MISCELLANEOUS




          Section 9.1 Force Majeure. (a) The obligations of Cadbury or DPS and their
respective Affiliates, as the Providing Party, shall be suspended during the period, but only to
the extent that Cadbury or DPS and their respective Affiliates, as the case may be, is prevented or
hindered from complying therewith by any of the following causes beyond its reasonable control:
(i) acts of God, (ii) weather, fire or explosion, (iii) war, invasion, riot, domestic insurrection,
acts of terrorism or other civil unrest, (iv) national or regional emergency, (v) shortage of
adequate power or transportation facilities, or (vi) any other event which is beyond the reasonable
control of the Providing Party (each, a “Force Majeure Event”). In such event, the
Providing Party 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 Providing Party
shall resume the performance of such obligations as soon as reasonably practicable after the
removal of the cause.




          (b) During the duration of a Force Majeure Event, the affected party shall use commercially
reasonable efforts to avoid, mitigate, remedy or remove such Force Majeure Event (including the
expenditure of reasonable sums), and shall use commercially reasonable efforts to resume its
performance under this Agreement with the least practicable delay.




          Section 9.2 Independent Contractor. The parties and each of their respective
Affiliates shall each be an independent contractor in the performance of its obligations hereunder
and not as the agent of the Receiving Party in performing Services, and no employee of a Providing
Party performing Services shall be considered an employee of the Receiving Party. No third party,
including any employee of any party or any of such party’s Affiliates, shall have or acquire any
rights by reason of this Agreement.




          Section 9.3 Public Announcement. None of the parties hereto shall make, or
cause to be made, any press release or public announcement in respect of this Agreement or the
services contemplated hereby or otherwise communicate with any news media without the prior written
consent of the other party (unless otherwise required by Law or applicable stock exchange
regulation), and the parties hereto shall cooperate as to the timing and contents of any such press
release, public announcement or communication.




          Section 9.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and shall be deemed to
have been duly given or made upon receipt) by delivery in person, by an internationally recognized
overnight courier service, by facsimile or registered or certified mail (postage prepaid, return
receipt requested) to the respective parties hereto at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 9.4):




-13-









 







if to Cadbury:



Cadbury Schweppes plc



25 Berkeley Square

London W1J 6HB

Facsimile: 44-20-7830-5015

Attention: Henry Udow, Esq.

                    Chief Legal Officer



with a copy to:



Cadbury Adams USA

389 Interpace Parkway

Parsippany, NJ 07054

Facsimile: (973) 909-3976

Attention: Thomas Whitten



if to DPS:



5301 Legacy Drive, 3rd Floor

Plano, TX 75024

Facsimile: (972) 673-8130

Attention: James L. Baldwin, Jr.

                    General Counsel



with a copy to:



Dr Pepper Snapple Group, Inc.

5301 Legacy Drive

Plano, TX 75024

Facsimile: (972) 673-8130

Attention: Angie Wallander




          Section 9.5 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to the choice of law
or conflicts of law principles that would cause the application of the laws of any other
jurisdiction.




          Section 9.6 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission or portable document format (“.pdf”)) in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement.




-14-









 








          Section 9.7 Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.




          Section 9.8 Modifications. This Agreement contains the entire understanding
and agreement between the parties hereto as to the services being performed hereunder. It may not
be amended or modified except by a written instrument executed by the parties hereto.




          Section 9.9 Cumulative Effect. The rights and obligations of the parties
under this Agreement shall be cumulative to and not exclusive of the rights and obligations of the
parties contained in the Separation Agreement.




          Section 9.10 Interpretation. All references in this Agreement to “Cadbury” or
“DPS” or a “party” shall be deemed to include such party’s Affiliates unless the context requires
otherwise. All references in this Agreement to “services to be supplied” or similar language shall
be defined to include “facilities to be provided” unless the context requires otherwise. To the
extent that this Agreement purports to impose any obligation on the Affiliates of a party, such
party shall cause its Affiliates to fulfill such obligation.




          Section 9.11 Insurance. As regards employees, agents or representatives of a
Providing Party who shall be performing the Services on or at properties of a Receiving Party, the
Receiving Party will be designated as an additional insured under the Providing Party’s liability
insurance.




          Section 9.12 Amendment. This Agreement may not be amended or modified except
(a) by an instrument in writing signed by, or on behalf of, Cadbury and DPS or (b) by a waiver in
accordance with Section 9.13.




          Section 9.13 Waiver. Either party to this Agreement may (a) extend the time
for the performance of any of the obligations or other acts of the other party, (b) waive any
inaccuracies in the representations and warranties of the other party contained herein or in any
document delivered by the other party pursuant hereto or (c) waive compliance with any of the
agreements of the other party or conditions to such party’s obligations contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing signed by the
party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition of this Agreement. The failure of either party hereto to assert any of its
rights hereunder shall not constitute a waiver of any of such rights.




          Section 9.14 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect for so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to either party hereto. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties



-15-









 






as closely as possible in an acceptable manner in order that the transactions contemplated by
this Agreement are consummated as originally contemplated to the greatest extent possible.




          Section 9.15 No Additional Rights. Except as expressly provided in this
Agreement, the parties agree that this Agreement shall not grant to either party any additional
rights to the other party’s proprietary information, technology or know-how.



[Remainder of the page intentionally left blank]




-16-









 





          IN WITNESS WHEREOF, Cadbury and DPS have caused this Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized.




	 	 	 	 	 
	 	CADBURY SCHWEPPES PLC

 	 
	 	By:  	 /s/
Henry Udow	 
	 	 	Name:  	Henry Udow	 
	 	 	Title:  	Chief Legal Officer and Group Secretary	 
	 
	 	DR PEPPER SNAPPLE GROUP, INC.

 	 
	 	By:  	/s/
James L. Baldwin	 
	 	 	Name:  	James L. Baldwin	 
	 	 	Title:  	Executive Vice President and Secretary	 
	 




 











 





SCHEDULE A




Services to Be Provided by Cadbury to DPS



This schedule sets forth the Services to be provided by a Cadbury Providing Party to a DPS
Receiving Party.





	1.	 	Corporate Group Finance





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required	 
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Process

	 	Cadbury plc (“Cadbury”) will make the
relevant personnel (currently Dominic
Blakemore and Pauline Caywood)
reasonably available to consult with the
new DPS finance team.
	 	3 months
	 	30 days






 









 






	2.	 	Corporate Group HR Benefits





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	System Access

	 	Cadbury will provide access to
[ILLEGIBLE] until
implementation of new website for DPS
Comp and Benefits. DPS Comp and Benefits
is targeted to implement a new benefits
administration provider (Hewitt) in June
2008. As such, they will need to
maintain the Cadbury branding on the
existing provider website [ILLEGIBLE] until they complete the conversion
process in June 2008.
	 	2 months
	 	30 days
	 
	 	 	 	 	 	 
	ESPP 

Administration

	 	Cadbury will provide access to DPS
employees to view their ESPP awards on
the UBS site until such time as they
have been exercised or lapse under the
ESPP rules.
	 	Up to 12 months
	 	30 days
	 
	 	 	 	 	 	 
	Settlement of ESPP
awards

	 	Cadbury will settle all ESPP options
exercised by DPS employees as a result
of the demerger. These awards will be
settled in Cadbury plc ADRs.
	 	Up to 12 months
	 	30 days
	 
	 	 	 	 	 	 
	Discretionary Share 

Option Administration

	 	Cadbury will provide access to DPS
employees to view their discretionary
share option awards on the UBS site
until such time as they have been
exercised or lapse under the
discretionary share option plan rules.
DPS to pay the £20 per head annual
administration fee to UBS in respect of
these records.
	 	Up to 12 months
	 	30 days
	 
	 	 	 	 	 	 
	Settlement of
Discretionary Share
Options for DPS
colleagues

	 	Cadbury will settle all discretionary
share options exercised by DPS employees
within 12 months of the Distribution
Date. These options will be settled in
Cadbury plc Ordinary Shares (either new
issue or from the Cadbury employee
benefit trust).
	 	Up to 12 months
	 	30 days
	 
	 	 	 	 	 	 
	PSP/HIPRA/ ISAP 

Administration

	 	Cadbury will provide access to DPS
employees to view their PSP/HIPRA/ISAP
awards on the UBS site until such time
as these records are exported to the new
DPS share plan administrators. DPS to
pay the costs of exporting these records
to a new administration provider. This
service will not extend past 31 December
2008. As part of this service these
awards will be converted and shown as
equivalent numbers of shares of DPS
Common Stock on the UBS system. DPS to
pay UBS fees for carrying out this
conversion and updating their records.
	 	Not later

than 12/31/08
	 	30 days
	 
	 	 	 	 	 	 
	Settlement of
conditional ISAP awards
vesting before 31
December 2008

	 	Cadbury will settle any ISAP conditional
awards held by DPS employees that vest
prior to 31 December 2008 using DPS
Common Stock held in the Cadbury
Employee Benefits Trust. DPS will
provide tax calculations and operate tax
reporting and withholding on the vesting
of these awards. DPS will communicate
with the recipients of these awards upon
vesting.
	 	Up to 8 months
	 	30 days
	 
	 	 	 	 	 	 
	BSRP and LTIP
Administration

	 	Cadbury will provide spreadsheets to DPS
detailing subsisting BSRP and LTIP
awards held by DPS employees at the
Distribution Date. These awards will be
administered by DPS from the
Distribution Date.
	 	Upon Demerger
	 	30 days
	 
	 	 	 	 	 	 
	Provision of records
detailing the share
conversion calculations

	 	Cadbury will provide to DPS excel
spreadsheets detailing the conversion
calculations in respect of the DPS
employees LTIP, BSRP, PSP, HIPRA and
ISAP awards converting from CS Ordinary
Shares to shares of DPS Common Stock.
	 	Upon Demerger
	 	30 days






2









 





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Provision of
nominee
shareholding
services

	 	All DPS employees who hold shares in the
UBS roll-over account will be included
as “active records” on the UBS system
and as such Cadbury will incur an annual
administration fee. These records may
remain on UBS but must be transferred to
alternative nominee holdings by 31
December 2008.
	 	Up to 8 months
	 	30 days







	3.	 	Corporate Group Intellectual Property (Americas)





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Intellectual 

Property Services /

Documentation

	 	Cadbury will use reasonable endeavors,
following receipt of a request from DPS,
to make appropriate Cadbury plc Group IP
personnel available to clarify
intellectual property issues arising out
of work done prior to the Distribution
Date (for example assistance to try to
identify information that relate to
files transferred), provided that such
assistance shall be provided within 60
days of the Distribution Date and not
exceed a total of 25 hours.
	 	2 months
	 	None







	4.	 	Corporate Group Legal Americas





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Processes and
Consulting
Services/
Documentation

	 	1. Cadbury will make the relevant Cadbury plc Group
Secretariat personnel (currently John Mills, John Hudspith and
Victoria Hames) available to clarify, advise and provide
knowledge transfer in the following areas:
	 	3 months
	 	None
	 
	 	 	 	 	 	 
	 

	 	•      Stock Transfer Agent services

	 	 	 	 
	 

	 	•      Stock disbursement processes including
the Odd Lot Facility

	 	 	 	 
	 

	 	•      Shareholder communications

	 	 	 	 
	 

	 	•      Corporate reorganization known as
the “scheme of arrangement”

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	2. Cadbury will provide a copy of the executed Project Bounce
transaction documents and access to the “Project Bounce”
website.	 	 	 	 







	5.	 	Corporate Audit





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	System Access

	 	Cadbury Audit will provide access to and
data extraction of DPS files from the
Group (Central) Audit database in Lotus
Notes as well as the shared drive.
	 	2 months
	 	None






3









 







	6.	 	Tax





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Processes

	 	Cadbury will make provision for services
regarding taxes, including legal
organizations, outstanding audits and
forecasting assistance. 




The monthly rate has been finalized
based on the percentage of time to be
spent by Joe Leuzzi, Kimberly Sweeney
and Lisa Longo performing these
services.
	 	20 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	The parties further acknowledge and
agree that the monthly rate for these
services was based on the assumption
that Cadbury would provide 210 hours of
these services per month. If the average
amount of these services actually
provided by Cadbury for the first three
months (or any three-month period
thereafter) exceeds 230 hours per month,
the parties shall negotiate in good
faith to determine the appropriate
increase in the monthly rate for these
services. If the time spent on these
services averages less than 190 hours in
any 3 month period, any of the three
individuals listed above is no longer
employed by Cadbury or it becomes
commercially unreasonable for any of
such individuals to perform the services
contemplated by this service, the
parties shall renegotiate in good faith
for an appropriate change to the level
of services required by this service or
to the costing of this service. If the
services provided by Cadbury reaches an
average of 210 hours per month, for any
three-month period, Cadbury shall notify
DPS and DPS shall have the option, but
shall not be obligated, to either defer
such services or discontinue such
services that are provided by Cadbury.	 	 	 	 
	 
	 	 	 	 	 	 
	Processes

	 	Cadbury will assume responsibility for
preparing the 2007 federal and state and
certain other tax returns of the DPS
Group (or any member of the DPS Group)
as per the provisions of Section 3 the
Tax Sharing and Indemnification
Agreement (the “TS1A”).
	 	N/A
	 	N/A






4









 






	7.	 	Treasury





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Process

	 	Cadbury will make the relevant personnel
(currently Sarah Boyce and Ann Svoboda)
reasonably available to consult with the
DPS Treasury team.
	 	6 months
	 	30 days







	8.	 	North American HR





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Data Access

	 	Cadbury will provide access with full
functionality as prior to the
Distribution Date to I-grasp, the global
talent database system.
	 	8 months
	 	NA






Services to Be Provided by Cadbury to DPS (Dominican Republic and Puerto Rico)





	9.	 	NoLA Office and Administrative Services





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Puerto Rico office lease

	 	Cadbury Adams Puerto Rico will continue
to lease office space to Mott’s Inc. for
an additional month after the
Distribution Date. This extension shall
be governed by the terms of the 2006
Lease Agreement between Mott’s Inc. and
Cadbury.
	 	1 month
	 	None
	 
	 	 	 	 	 	 
	Dominican Republic One
employee in Cadbury
Adams’ payroll

	 	Plinio Hernandez will remain in Cadbury
Adams Dominicana S.A.’s payroll for an
additional month after the Distribution
Date.
	 	1 month
	 	None






5









 





Services to Be Provided by Cadbury to DPS (Canadian Services)





	10.	 	Canadian Services





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	 

	 	1. These services are required until the
licence described below can be
transferred. All services to be provided
in accordance with the site licence (the
“Site Licence”) issued to Cadbury
Beverages Canada, Inc. (“CBCI”) by the
Canadian Department of Health’s Natural
Health Products Directorate (the
“Natural Health Products Directorate”)
for the Product Licence Applications (as
defined in Section 2 below) to permit
the manufacturing, packaging, labelling
and importing activities for the
products at those facilities authorized
by the Vendor’s current applicable site
licences. CBCI will use all reasonable
efforts to maintain any required
insurance with respect to the Site
Licence and maintain, renew and
otherwise keep in place all necessary
consents, licenses and approvals
required to provide the Site Licence for
the term of this Agreement. CBCI will
not submit to Health Canada any
regulatory reports, correspondence,
documentation, records or other
information in relation to the Site
Licence without providing Canada Dry
Mott’s Inc. (“CDMI”) an opportunity to
review and comment on same, which it
shall do in a timely manner. CBCI will
take all reasonable actions required to
respond to any inquiries related to the
Site Licence or to the products covered
by the Site Licence.
	 	Until services are completed
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	2. These services are required until a
licence can be transferred. All services
to be provided in accordance with the
product licence applications in respect
of the Accelerade advanced sports drink,
Coolah Energy Drink and apple sauce
products (the “Product Licence
Applications”) submitted to the Natural
Health Products Directorate. CBCI will
use all reasonable efforts to maintain
any required insurance with respect to
the Product Licence Applications and
maintain, renew and otherwise keep in
place the submission numbers issued by
the Natural Health Products Directorate
in connection with the Product Licence
Applications. CBCI will take all
reasonable actions required to respond
to any inquiries related to the Product
Licence Applications.
	 	Until services are completed
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	3. In the event that the existing
banking accounts and account numbers
related to existing payroll operations
cannot be immediately renamed or
reassigned to CDMI, CBCI will fund these
accounts in a timely manner for the
amount of each net payroll as such funds
are transmitted to CBCI by CDMI on a
bi-weekly basis for purposes of paying
CDMI employees and all related employee
and employer taxes.
	 	5 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	4. CBCI will use all commercially
reasonable efforts to assist, support
and facilitate CDMI in securing all
necessary employer, tax or other
identification numbers as required by
CDMI to conduct business in Canada and
in all provinces of Canada.
	 	2 months
	 	30 days






6









 





Services to Be Provided by Cadbury IT to DPS IT





	11.	 	IT Management Advisory Services





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	 to Terminate
	Advisory Services

	 	As Lalit Gulati retains institutional
knowledge of the pre-separation Cadbury
organization and operating environment as
well as significant knowledge of the
external providers with which DPS will be
interacting, DPS may request the resource —
ad hoc — to provide assistance in the
following areas:
	 	8 months
	 	30 days
	 

	 	•      Guidance on
forward looking strategy

	 	 	 	 
	 

	 	•      Commercial knowledge
of vendor agreements

	 	 	 	 
	 

	 	•      Organizational
knowledge of vendor partners

	 	 	 	 
	 

	 	•      Perspective on past
decisions

	 	 	 	 
	 

	 	•      Domain Experience
and Expertise

	 	 	 	 
	 
	 

	 	Cadbury will make Lalit Galati available to
deliver intellectual and advisory services
to DPS according to the terms of this
Agreement.	 	 	 	 






     Out of Scope Services:




	 	a)	 	No travel is to be undertaken by Lalit Galati in support of this Service.
	 
	 	b)	 	Lalit Galati will not be asked to be a signatory or accountable party in any contractual
agreements entered into by DPS.
	 
	 	c)	 	Lalit Galati will provide only Institutional and Domain knowledge. No activity in terms of HR
decisions, input, or communications is in scope.
	 
	 	d)	 	Lalit Galati will not spend greater than:






	 	(1)	 	2 hours per week in support of this activity; or
	 
	 	(2)	 	26 total hours.






7











 





12. IT (Management Advisory Services)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Advisory Services

	 	The IT organization of DPS
will be entitled to request and
utilize the knowledge capital / system
expertise of support resources of
Cadbury. This request is only to be made
in the event of critical (Severity 1 or
Severity 2) incidents requiring
immediate resolution to allow the
impacted business to operate.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Cadbury is not obligated to provide any
resource assistance to DPS.
However, if formally requested, the
appropriate Cadbury Function Head may
allow their resources to assist in
resolving the issue at hand. In such
cases, this Service is meant to ensure
that proper cost recovery is provided.
Should the request be granted, the
resources time will be billed at
$80/hour.	 	 	 	 






13. IT (Active Directory Trust)




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Network Services

	 	As part of existing separation activities, the IT team has
instituted a Trust between the Cadbury and DPS Active Directory
domains. This allows specified access across and between the two
distinct domains.
	 	4 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Monthly charges will not begin until network separation is complete.	 	 	 	 






8









 






14. IT (Hyperion Access)




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	System Access

	 	User Access — PLC Instance
	 	3 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	~ 60 DPS Hyperion users will require access to the Cadbury HFM system through
August 14, 2008.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Users shall be authorized to:	 	 	 	 
	 

	 	     •    access the system with pre-separation security levels	 	 	 	 
	 

	 	     •    enter and review DPS financial data	 	 	 	 
	 

	 	     •    save and print reports	 	 	 	 
	 

	 	     •    execute any other activities that
they could carry out before legal separation.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Cadbury IT will ensure all existing security profiles are retained and
ensure continued access before and following final network separation. Any
tradeoffs in cost / functionality of the final access solution will be agreed
with the business users.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DPS resources only require write access through the entry of the May 7th input,
which should be complete by the end of June. If Cadbury chooses, they may
convert access to READ ONLY following that entry.	 	 	 	 
	 
	 	 	 	 	 	 
	System Support

	 	Hyperion Support and Consolidation
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Cadbury Finance will provide operational support and assistance in the transfer
of knowledge to DPS. Cadbury will make the relevant personnel (currently Carl
Waller) reasonably available to consult with the new DPS Hyperion team. This is
to include advisory services as well as system interaction. Subsequent to May
30, 2008, support and advisory services provided by Cadbury will be billed at
£100 per hour.	 	 	 	 
	 
	 	 	 	 	 	 
	System Support

	 	In the event that DPS Hyperion Instance is unable to support the 4+8 forecasting
activities Cadbury will make their system available for this purpose. The
appropriate set up and administration will be the responsibility of the Cadbury
Finance team.
	 	2 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	In the event that this occurs, the applicable people will enter into a
confidentiality agreement on customary terms	 	 	 	 






9









 






15. IT (Ongoing Separation Activities)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Technical Services

	 	As of the Distribution Date, there will be a number of activities still
under way to fully split the DPS and Cadbury systems. All costs for
these activities are borne in the Separation budget and any DPS costs
are part of the final settlement of outstanding intercompany balances
that will be settled prior to the Distribution Date. Therefore, no
costs will be billed by either party for this Service.
	 	3 months (Or final
technical
separation)
	 	None
	 
	 	 	 	 	 	 
	 

	 	This Service is intended to ensure that the following activities are
understood by both DPS and CS to be ongoing and to commit that both IT
organizations are committed to completion per the planned timeline.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Ongoing activities include:	 	 	 	 
	 

	 	•  Separation of the Spend Management System (SMS) for DPS	 	 	 	 
	 

	 	•   Completion of implementation of MSSI Copy — IXOS functionality	 	 	 	 
	 

	 	•   Completion of AD Migration activities for Finance Users &
Applications	 	 	 	 
	 

	 	•   Standup of the DMZ, Separation of the Data Center, Breaking of the	 	 	 	 
	 

	 	•   Network (addressed fully in a separate Service)	 	 	 	 
	 

	 	•   Deletion of data in separated systems (GDS, Trouble Ticketing
Systems)	 	 	 	 
	 

	 	•   Streamserve Form Testing	 	 	 	 
	 

	 	•   Lotus Notes DBs — SARD, RAM	 	 	 	 






16. IT (Network Ops Support)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Support Services

	 	DPS IT will be entitled to request and
utilize the knowledge capital/system
expertise of support resources of CS IT.
This request is only to be made in the
event of critical Severity 1 and
Severity 2 incidents requiring immediate
resolution to allow the impacted
business to operate.
	 	1 month
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	The Service would keep the combined DPS
and Cadbury network operations team as
it is until May 31st. This will give the
DPS Operations team time to get its
resources trained and on-boarded.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DPS and Cadbury will continue the
current mode of Network Operations
support including 7 X 24 on-call
rotations for Data and Voice issues.
Once the Ticket queues have been
separated, if both teams do not have
access to the other queues, the Tickets
will updated via email exchange between
the groups	 	 	 	 







10











 





SCHEDULE B




Services to Be Provided by DPS to Cadbury



This schedule sets forth the Services to be provided by a DPS Providing Party to a Cadbury
Receiving Party.




1. Customer Solutions — Facilities Service & Support/Fleet




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Facility Space

	 	DPS will provide space for 20 Cadbury
employees in DPS offices at 900 King
Street, Rye Brook, NY.
	 	5 months
	 	5 months
	 
	 	 	 	 	 	 
	 

	 	Note: DPS is fully committed to the
lease based on these colleagues
remaining in the building through year
end.	 	 	 	 






2. Customer Solutions — HR Services




	 	 	 	 	 	 	 

	Benefits &

Compensation 

Services

	 	DPS will provide a reasonable level of support and
consultation for:


•     leave of absence processing support, including
being reasonably available to provide consultation;

•      ESPP and share plan administration; and

•      vendor management issues.

	 	1 month
	 	30 days
	 
	 	 	 	 	 	 
	Benefits &

Compensation 

Services

	 	DPS will provide a reasonable level of open
enrollment processing support, which shall include
being reasonably available to provide consultation.
	 	1 month
	 	30 days
	 
	 	 	 	 	 	 
	Benefits &

Compensation 

Services

	 	DPS will provide a reasonable level of AIP
processing support, which shall include being
reasonably available to provide consultation.
	 	1 month
	 	30 days
	 
	 	 	 	 	 	 
	Benefits &

Compensation 

Services

	 	DPS will provide a reasonable level of Merit
processing support, which shall include being
reasonably available to provide consultation.
	 	1 month
	 	30 days
	 
	 	 	 	 	 	 
	Benefits &

Compensation 

Services

	 	DPS will make its benefits/compensation manager
(currently Brian Beasley) reasonably available to
provide consultation relating to benefits and
compensation administration.
	 	1 month
	 	30 days
	 
	 	 	 	 	 	 
	Payroll and
Workman’s Comp
Services

	 	DPS will provide payroll and compensation/benefits
for workers compensation claims. 



Note: 3 years is for consultation and cooperation on
tax and insurance claims. It is not an intense level
of longer term services
	 	3 years
	 	6 months
	 
	 	 	 	 	 	 
	Medical 

Claim 

Payments

	 	Any actual medical claim payments for Cadbury will
be paid by DPS and subsequently invoiced directly to
Cadbury in accordance with the monthly billing
schedule of this Agreement.
	 	8 months
	 	30 days














11









 





3. HR Benefits




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Benefits 

Processes

	 	DPS Benefits (United States) will provide a reasonable level of
support to:

•     provide leave of absence processing (STD/LTD/FMLA);

	 	8 months
	 	30 days
	(United States)

	 	•     provide new retiree administration for medical, pension
and 401(k);
	 	 	 	 
	 

	 	•     provide benefits support reasonably necessary to assist with
Cadbury’s benefits group’s organizational design, selection and
training/transition;
	 	 	 	 
	 

	 	•     manage Health & Welfare providers, including negotiating
vendor contracts and fees (medical, dental, etc); monitoring SLAs;
and resolving vendor and participant issues;
	 	 	 	 
	 

	 	•     assist in the initial creation of and maintain plan
compliance documents/governance under federal, state and local laws,
including plan audits, actuarial evaluations, and 5500s (tax
returns); and provide SOX oversight and conduct governance meetings
as required;
	 	 	 	 
	 

	 	•     manage Retirement Plan administrators & call centers,
including negotiate contracts, fees; monitor SLAs; and resolve
vendor and participant issues; and
	 	 	 	 
	 

	 	•     assist in the initial creation of and monitor benefit plan
budgets; execute benefit plan vendor payments per contract
and federal law; and provide summary billings to client.
	 	 	 	 
	 
	 	 	 	 	 	 
	Benefits 

Consulting &

Services

(United States)

	 	DPS Benefits (United States) will conduct enrollments
(including providing for payment and deferral elections) for
nonqualified plans; administer plans per plan documents and
federal laws; and resolve related issues.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	Benefits 

Consulting &

Services

(United States)

	 	DPS Benefits (United States) will provide a reasonable level of
consulting to Cadbury relating to benefits matters for labor
relations.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	Benefits 

Processes

(Canada)

	 	DPS Benefits (Canada) will provide a reasonable level of
services to:

•     conduct annual health & welfare benefits enrollment for
active and inactive employees, including:

	 	8 months
	 	30 days
	 

	 	•     review plans/rates and obtain client approval; prepare
employee communication;
	 	 	 	 
	 

	 	•     support employee meetings as required;
	 	 	 	 
	 

	 	•     vendor set-up, testing and coordination with payroll;
	 	 	 	 
	 

	 	•     manage Health & Welfare providers, including to negotiate
vendor contracts and premiums/fees (medical, dental, etc); monitor
SLAs; resolve issues; conduct quarterly reviews as required; and
implement union contract changes as required;
	 	 	 	 
	 

	 	•     manage Health & Welfare benefit administrator/call center
vendor, including to negotiate contracts and rates; monitor SLAs;
and resolve related issues. This will also include leave of absence
administration processing;
	 	 	 	 
	 

	 	•     review and update plan governance as required post-separation
and maintain plan compliance documents under provincial and local
laws. This will include plan audits, actuarial evaluations, and
required federal filings with the Financial Services Commission of
Ontario;
	 	 	 	 
	 

	 	•     manage Retirement Plan administrators & call centers
(negotiate contracts, rates; monitor SLAs; resolve vendor and
participant issues);
	 	 	 	 
	 

	 	•     assist in the initial creation of and monitor benefit plan
	 	 	 	 





12









 






	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	 

	 	budgets; execute benefit plan vendor payments per contract
and federal law; and provide summary billings to client;
	 	 	 
	 

	 	•      conduct enrollments (including providing for payment and
deferral elections) for nonqualified plans; administer plans
per plan documents and federal laws; and
	 	 	 	 
	 

	 	•     support union/labor relations activities as required.
	 	 	 	 
	 
	 	 	 	 	 	 
	Benefits 

Processes

(Mexico)

	 	DPS Benefits (Mexico) will review and update plan
governance as required and maintain plan compliance
documents under local laws, including plan financial
reporting, audits and actuarial valuations.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	Benefits 

Processes (Puerto Rico)

	 	DPS Benefits (Puerto Rico) will conduct annual health &
welfare benefits enrollment for active and inactive
employees, including:

•     review plans/rates and obtain client approval;

	 	8 months
	 	30 days
	 

	 	•     prepare employee communication;
	 	 	 	 
	 

	 	•     support employee meetings as required; and
	 	 	 	 
	 

	 	•     vendor set-up; testing and coordination with payroll.
	 	 	 	 
	 
	 	 	 	 	 	 
	Benefits Consulting
and Services
(Puerto Rico)

	 	DPS Benefits (Puerto Rico) will:

•     manage Health & Welfare providers, including negotiating
vendor contracts and premiums/fees (medical, dental, etc);
monitoring SLAs; resolving issues; and conducting
quarterly reviews as required;

	 	8 months
	 	30 days
	 

	 	•     review and update plan governance as required post-
separation;
	 	 	 	 
	 

	 	•     manage Retirement Plan administrators & call centers,
including negotiating contracts and rates; monitoring
SLAs; and resolving related issues;
	 	 	 	 
	 

	 	
•     assist
in the initial creation of and monitor benefit plan
budgets;
	 	 	 	 
	 

	 	•     execute benefit plan vendor payments per contract and
federal law; and provide summary billings to client.
	 	 	 	 







4. Compensation CoE




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Compensation 

Processes

	 	DPS will provide administrative services
relating to stock option exercising and
ESPP elections, subject to the placement
of the relevant personnel
post-separation.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	Compensation 

Processes

	 	Stock Programs: DPS will continue to
deliver the files relating to stock
awards to UBS upon the exercise of stock
awards by employees.
	 	12 monuhs
	 	30 days






5. Finance




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Process

	 	DPS will make the relevant personnel
(currently Steve Alexander, Diane Hicks
and Robert Franklin) reasonably
available to consult with the new
finance team.
	 	3 months
	 	30 days






13







 






6. Risk Management




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Processes

	 	DPS will provide reasonable support and information regarding open
claims, including reasonable access to DPS personnel with specific
knowledge of the incident, witnesses, legal counsel, human resource,
consumer relations, compensation & benefits and payroll.
	 	6 months
(1 person —
3 days/month)
	 	3 months






7. Tax




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Tax Returns

	 	DPS will assume responsibility for
preparing the 2008 federal, state and
certain other tax returns of the DPS
Group (or any member of the DPS Group)
as per the provisions of Section 3 of
the TSIA.
	 	N/A
	 	N/A






Services to Be Provided by DPS to Cadbury (Canadian Services)




8. Canadian Services




	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	 to Terminate
	 

	 	All employees and/or other service providers, administrative
services, sublicenses of trademarks, trade names and domain
names, information and notification required by CBCI in order for
CBCI to: (a) provide the CBCI Services, and (b) manage,
administer and operate the Liquor Assets (as defined in the Asset
Purchase Agreement between CBCI and CDMI dated as of April
25, 2008).
	 	Until services
are completed
	 	30 days








14











 





9. IT





	 	 	Item 9 is specific to the IT Service Offerings, in support of the general
Business to Business Service.





1) Summary of Services





The DPS Group will provide access to the DPS network for approximately 20 Intellectual
Property and Tax personnel of the Cadbury plc Group in the Rye Brook office. These
colleagues will continue to use the DPS phone and voicemail systems, Internet, local
file server(s), Multi-Function Print sharing, local application access, access to
Cadbury VPN (via Internet), and e-mail. These colleagues will be clustered in a central
location in the Rye Brook facility. This solution considers the employees as DPS users
in all the services provided (file sharing, print sharing, voicemail, e-mail, Internet
access, antivirus protection, PC configuration. Active Directory username and access
control to the applications).




For Cadbury-hosted applications, access to the applications will be supported via the
Cadbury SSL VPN web portal. Local printers will be provided by Cadbury for printing from
these applications; access to local file and print servers, DPS hosted applications and
Multi-Function Printers will not be available to Cadbury personnel while connected to
the Cadbury SSL VPN.




Costs assume 30 September end date. Any incremental months/portions of months will add
an additional $8,079 for each month.



2) In Scope Services:





	 	a)	 	Access to Cadbury hosted applications





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	System Access

	 	DPS will provide access to the Internet via DPS’ Internet
breakout points. Internet access is the only requirement for
Cadbury to gain access to Cadbury hosted applications
	 	5 months
	 	30 days
	 

	 	  •   Cadbury colleagues requiring printing
services from
Cadbury-hosted applications will print to Cadbury-provided
local printers while connected to Cadbury’s VPN
	 	 	 	 
	 

	 	  •   Access to local shared resources (file/print
servers,
Multi-Function Printers, DPS-hosted applications) while
Cadbury’s colleagues are connected to Cadbury’s VPN is not
supported
	 	 	 	 
	 

	 	  •   Printing from DPS-hosted or local
applications will
continue to go through DPS print servers to shared printer
resources
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	IP Team (Dan Chung — 13 colleagues) Application Requirements	 	 	 	 
	 

	 	     •    Dennemeyer IAM
	 	 	 	 
	 

	 	     •    NAC SAP
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tax Team (Lisa Longo — 6 colleagues) Application Requirements	 	 	 	 
	 

	 	     •    Hyperion HFM
	 	 	 	 
	 

	 	     •   
SAP — NAC SP5
	 	 	 	 
	 

	 	     •    SAP — CTAI 3.0f
	 	 	 	 








15









 






	 	b)	 	Access to DPS-hosted applications





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	System Access

	 	DPS will continue to provide access through DPS network and
access control systems to DPS-hosted applications.
     •    SAP — MSSI MPD

     •    SAP — Probe SP2

     •    Applications installed on Rye
Brook-based file servers

	 	 8 months
	 	30 days







	 	c)	 	Shared File and Print Server/MFP access





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	System Access

	 	DPS will provide access through DPS network and access
control systems to DPS shared file and print servers.
     •    Access control will be via DPS Active Directory account

	 	8 months
	 	30 days
	 

	 	     •    Access to Cadbury data will be restricted to Cadbury
accounts via Group Membership restrictions in DPS
Active Directory system
	 	 	 	 
	 

	 	     •    Home directories for Cadbury employees will continue to
be located on the local file server
	 	 	 	 
	 

	 	     •    Cadbury may periodically request an audit of Group
Members of any Cadbury-specific Active Directory
Group
	 	 	 	 
	 

	 	     •    Cadbury employees will have the ability to scan
documents and store the scanned images on the DPS
shared file server
	 	 	 	 
	 

	 	     •    Upon termination of this Service, Cadbury will provide
blank backup tapes and USB drives to which all Cadbury
data will be copied
	 	 	 	 
	 

	 	     •    Upon termination of this Service, DPS will permanently
remove all Cadbury-specific data from local file servers
	 	 	 	 







	 	d)	 	Phone/voicemail system





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Phone Service

	 	     •    DPS will supply one fixed-line phone per Cadbury
employee

     •    DPS will supply one standard voice mailbox per Cadbury
employee

     •    Cadbury employees will be listed in DPS’ phone
directory

     •    Not available with this service:

     o    Access to Cadbury’s phone services directory

     o    Short (7-digit) dial to Cadbury employees in other
facilities

	 	8 months
	 	30 days







	 	e)	 	Personal Computer/Workstation





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	PC / Workstation

	 	     •    DPS will supply one standard desktop or laptop per Cadbury
employee

     •    Upon termination of this Service, Cadbury will provide
blank backup tapes and USB drives to which all Cadbury
data will be copied

	 	8 months
	 	30 days







	 	f)	 	Break — Fix Support (Severity 1 and 2)




16









 











	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Break/Fix 

Support

	 	DPS will respond to and address any Severity 1 or Severity 2 issues,
once notified by Cadbury. This service is to include both
providing direction to responsible Resolver or — when needed
— serving as the Resolver.
  •    Cadbury is expected to utilize existing SLA definitions for
categorization of incidents.

  •    DPS will attempt to resolve the issue within the existing
SLA
timeframes.

	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	It is incumbent upon Cadbury to
provide and fund any network
/ application access required for DPS to deliver this
service.	 	 	 	 







	 	g)	 	Preventative Maintenance





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Preventative 

Maintenance

	 	DPS Providing Party will perform
monitoring of the infrastructure to
ensure adequate connectivity. DPS
Providing Party will suggest and — when
approved by agreed Cadbury Receiving
Party representative — implement changes
to the network connectivity.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	It is incumbent upon the Cadbury
Receiving Party to provide and fund any
network / application access required
for the DPS Providing Party to deliver
this service.	 	 	 	 







	 	h)	 	User Administration





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	User Administration

	 	DPS will add and remove users from the
system, upon receipt of formal request
from Cadbury. DPS will attempt to action
the request within existing SLAs. DPS
will add users to appropriate security
groups per Cadbury’s request
	 	8 months
	 	30 days







	 	i)	 	Knowledge Transfer





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Knowledge Transfer

	 	DPS will meet with identified Cadbury
resources to share detailed knowledge of the
system. DPS will provide information on
specific aspects of the system only one
time.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Following that initial knowledge transfer,
it is the responsibility of Cadbury to share
the knowledge internally	 	 	 	 







	3)	 	Out of Scope Services:






	 	a)	 	Printing from DPS-hosted or local applications to locally-attached printers
	 
	 	b)	 	Application break and fix, upgrades and enhancements
	 
	 	c)	 	Operating System Upgrades
	 
	 	d)	 	Any break-fix or preventative maintenance support requested following application or
operating system upgrades






17











 






	 	e)	 	Break-fix support for Severity 3 or 4 issues
	 
	 	f)	 	Data replication between DPS and Cadbury resources
	 
	 	g)	 	Application development and license management





4) Resources to be Utilized:





The following resources have been identified as those who will be providing the above
services to Cadbury. In the event they leave the DPS organization, a revision of the terms
of the agreement will be required.




	 	a)	 	WAN, LAN and Voice Specialists
	 
	 	b)	 	Intel and Unix Specialist




Rationale: Base Support will be provided according with the standard SLA’s agreed with the current
Service Desk contract in DPS








18









 








10. IT (Telephony — Mobile Services Contracts)



DPS will drive an effort to logically separate (label) DPS and Cadbury device accounts. Cadbury
will assist in this effort by:





	 	a)	 	Providing a list of Cadbury employees with relevant department, cost center, email,
reporting manager and parent cost center information.
	 
	 	b)	 	Reviewing each contract/service following a data separation to validate the data.




The end date for these Services (September 30, 2008) reflects the maximum duration that the agreed
upon Service may be required from DPS. Should Cadbury successfully accelerate the TCO program and
implement similar Services with a new provider prior to such date, Cadbury shall be entitled to
terminate this Service without penalty or further compensation from the effective service date
with the new provider. Any significant change to carrier accounts, contracts or inventories listed
below will result in a revised split to be agreed upon by both parties in writing, and subject to
appropriate change management, prior to payment.




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	 	 	 	 	 	 	Required
	Type of	 	 	 	 	 	to
	Service	 	Description of Specific Services	 	Term	 	 Terminate
	Telephony (T-Mobile)

	 	DPS will maintain and charge Cadbury for
services under the T-Mobile Mobility Services [ILLEGIBLE])
contract. The charges will be for the
portion of the monthly invoice used by Cadbury
businesses and its employees.
	 	5 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Currently, the agreed split is 50% DPS & 50%
CS. DPS will charge Cadbury for 50% of the
total monthly amount until a more exact split
is determined.	 	 	 	 
	 
	 	 	 	 	 	 
	Telephony

(AT&T 

Mobile)

	 	DPS will maintain and charge Cadbury for
services under the AT&T Mobility (formerly
Cingular) Services [ILLEGIBLE] contract. The charges will be
for the portion of the monthly invoice used by
Cadbury businesses and its employees.
	 	5 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Currently, the agreed split is 75% DPS & 25%
Cadbury. DPS will charge Cadbury for 25% of
the total monthly amount until a more exact
split is determined.	 	 	 	 
	 
	 	 	 	 	 	 
	Telephony (Sprint 

Long Distance)

	 	DPS will maintain and charge Cadbury for
services under the Sprint Long Distance and
Calling Card Services [ILLEGIBLE]
contract. The charges
will be for the portion of the monthly invoice
used by Cadbury businesses and its employees.
Charges presented to Cadbury will include a
copy of the original invoice if the agreed
split is utilized, otherwise, line item
information will be provided detailing each
charge. Standard Net 30 Terms apply for
invoice processing.
	 	5 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Currently, the agreed split is 75% DPS & 25%
Cadbury, until such time that the DPS and
Cadbury accounts and devices are identified
and agreed to then the actual charges for
those accounts will be invoiced accordingly
and the split no longer applies.	 	 	 	 
	 
	 	 	 	 	 	 
	Telephony (Sprint 

Nextel Mobile)

	 	Beverages will maintain and charge Cadbury for
services under the Sprint/Nextel Mobility
Services [ILLEGIBLE]
contract. The charges will be for
the portion of the monthly invoice used by
Cadbury businesses and its employees. Charges
presented to Cadbury will include a copy of
the original invoice if the agreed split is
utilized, otherwise, line item information
will be provided detailing each charge.
Standard Net 30 Terms apply for invoice
processing.
	 	5 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Currently, the agreed split is 60% DPS & 40%
Cadbury, until such time that the DPS and
Cadbury accounts and devices are identified
and agreed to then the actual charges for
those accounts will be invoiced accordingly
and the split no longer applies.	 	 	 	 
	 
	 	 	 	 	 	 
	Telephony

	 	DPS will maintain and charge Cadbury for
services under the Symphony Service
	 	5 months
	 	30 days






19









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	 	 	 	 	 	 	Required
	Type of	 	 	 	 	 	to
	Service	 	Description of Specific Services	 	Term	 	 Terminate
	(Symphony 

Ongoing)

	 	Telecommunications Expense Management and
Cellular Service Desk Services [ILLEGIBLE] contract. The
charges will be for the portion of the monthly
invoice used by Cadbury businesses and its
employees. Charges presented to Cadbury will
include a copy of the original invoice if the
agreed split is utilized, otherwise, line item
information will be provided detailing each
charge. Standard Net 30 Terms apply for invoice
processing.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Currently, the agreed split is 60% DPS & 40%
Cadbury, until such time that the DPS and Cadbury
accounts and devices are identified and agreed to
then the actual charges for those accounts will
be invoiced accordingly and the split no
longer applies.	 	 	 	 
	 
	 	 	 	 	 	 
	Telephony (Verizon 

Long Distance)

	 	DPS will maintain and charge Cadbury for local
telephone and DID services under the Verizon
[ILLEGIBLE]
contract. The
charges will be for the portion of the monthly
invoice used by Cadbury businesses and its
employees. Charges presented to Cadbury will
include a copy of the original invoice if the
agreed split is utilized, otherwise, line item
information will be provided detailing each
charge. Standard Net 30 Terms apply for invoice
processing.
	 	5 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	Currently, the agreed split is 30% DPS & 70%
Cadbury, until such time that the DPS and Cadbury
accounts and devices are identified and agreed to
then the actual charges for those accounts will
be invoiced accordingly and the split no
longer applies.	 	 	 	 
	 
	 	 	 	 	 	 
	Telephony

(Post 

Symphony 

Service 

Desk &

Billing)

	 	Upon expiration of the Symphony Services Agreement
 [ILLEGIBLE] DPS and Cadbury will exchange internal services
for those previously provided by Symphony to
include Telecommunications Invoice Management and
Cellular Service Desk Support. Both parties agree
to an exchange of services in lieu of monies.
Cadbury is to provide monthly invoicing support
services to DPS and in exchange DPS will provide
Cellular Service Desk support to Cadbury. 



Any significant change to the services or Service
Levels previously provided under the Symphony
Agreement will be agreed upon by both parties in
writing, and subject to appropriate change
management, prior to execution.	 	 	 	 







20











 






	11.	 	IT (Network Services)






	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required	 
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Network 

Services

	 	The DMZ provides the ability for
key partners (commercial or financial)
to exchange data with our systems in a
protected environment without requiring
our company to provide full access to
our environment, which could lead to
security issues.
	 	3 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	As part of separation, Cadbury will be
building a new DMZ environment with
Hewlett Packard. This new DMZ
environment will not be available for
use until June 2008. As a result,
continued access / support for Cadbury
applications in the DPS DMZ are
required.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	In order to facilitate this access, the
network tie between Cadbury and DPS must
be maintained. These ‘double running’
network costs are borne by Cadbury and
not included in this Service.
Additionally, the Hewlett Packard data
center environment separation, which is
dependent on network separation, will be
delayed.	 	 	 	 







	12.	 	IT (Advisory Services)





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required	 
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Advisory 

Services

	 	The IT organization of Cadbury
will be entitled to request and utilize
the knowledge capital / system expertise
of support resources of DPS. This
request is only to be made in the event
of critical Severity 1 or Severity 2
incidents requiring immediate resolution
to allow the impacted business to
operate.
	 	8 months
	 	30 days
	 
	 	 	 	 	 	 
	 

	 	DPS is not obligated to provide any
resource assistance. However, if
formally requested, the appropriate
Function Head may allow their resource
to assist in resolving the issue at
hand. In such cases, this Service is
meant to ensure that proper cost
recovery is provided. Should the request
be granted, the resources time will be
billed at $80/hour.	 	 	 	 







	13.	 	IT (Network Ops Support)





	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	Notice Required	 
	Service	 	Description of Specific Services	 	Term	 	to Terminate
	Support 

Services

	 	CS IT will be entitled to request
and utilize the knowledge capital/system
expertise of support resources of DPS
IT. This request is only to be made in
the event of critical Severity 1 and
Severity 2 incidents requiring immediate
resolution to allow the impacted
business to operate.
	 	1 month
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	The Service would keep the combined DPS
and Cadbury network operations team as
it is until May 31st. This will give the
Cadbury Operations team time to get its
resources trained and on-boarded.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DPS and Cadbury will continue the
current mode of Network Operations
support including 7 X 24 on-call
rotations for Data and Voice issues. 




Once the Ticket queues have been
separated, if both teams do not have
access to the other queues, the Tickets
will updated via email exchange between
the groups.	 	 	 	 












21









 






	14. IT (Rogers Facility)






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Network 

Services

	 	The current planned date for IT readiness in the new Cadbury office at the
Rogers AR sales facility is 15 June. Due to delays in the separation of
the
DPS / Cadbury network, Rogers Cadbury users will continue to have
access to the Cadbury network through at least 30 June. So long as all
new network connectivity is complete by 30 June, the following IT
services will continue to be provided to Cadbury users at no charge.
	 	2 months
	 	30 days
	 

	 	     •    Desk
	 	 	 	 
	 

	 	     •    Phone
	 	 	 	 
	 

	 	     •    Network connectivity (until network separation)
	 	 	 	 
	 

	 	     •    File server / Network Printer access (until network separation)
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	The following services will not be available:	 	 	 	 
	 

	 	     •    DPS-issued PCs. (Users will keep their Cadbury PCs).
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	If funding or project delays push the readiness date past 30 June and
network separation occurs, the fallback will be to have the Cadbury users
set up in the DPS environment.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     •   
Users will lose any file server access for their Cadbury accounts,
so any saved data would need to be removed prior to the split. 
	 	 	 	 
	 

	 	     •    Users will have access to the local services (network, printer)
via their DPS credentials, but would be required to access the
confectionery system via VPN. 
	 	 	 	 
	 

	 	     •    Further, their Cadbury email will only be accessible via the
WebMail functionality while on the DPS network or via VPN to
use the Outlook client.
	 	 	 	 
	 

	 	     •    While on VPN, they would not have the ability to print locally,
though documents could be saved and printed to the network
once completed. 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Incremental costs due to a post 30 June move will be agreed to/funded by
the site owner	 	 	 	 











22









 












	15.	 	IT (CCB Governance)





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Change 

Management

	 	As the network will continued to be shared between Cadbury and DPS
until — at best — early July, it is crucial that both organizations
communicate, understand, and agree on any changes that will impact the
shared network, its connectivity, or performance.
	 	3 months
(Until network
separation —
target July 11,
2008)
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	To this end, both parties agree that no network changes shall be
implemented without the full approval of from both the DPS and Cadbury
Change Control Boards (CCBs).	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	When changes are requested, the
requestor is responsible for engaging
both their own CCB as well as that of the other party. Only after
approval
has been given by BOTH CCBs can the change be implemented.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	In the event of any disagreement between the boards, the issue will be
escalated to the appropriate VPs of Infrastructure and — if required — to
the
SVPs of IT for both DPS and Cadbury. These parties are accountable for
making the final decisions.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	In the event of an immediate change required to restore service, the
support teams will attempt to follow the Fast Track change request process
for both organizations.	 	 	 	 







	16.	 	IT (Hyperion Access)




In Scope Services:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	System 

Access

	 	~ 5 Cadbury Hyperion users will require access to the DPS Hyperion through
December 31, 2008.
	 	8 months
	 	30 days
	 

	 	Users shall be authorized to:	 	 	 	 
	 

	 	     •    access the system to assist with consolidation activities
	 	 	 	 
	 

	 	     •    review DPSG financial data
	 	 	 	 
	 

	 	     •    save and print reports
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   DPS IT will ensure all security profiles are generated and implemented.	 	 	 	 
	 








			
	17.	 	IT (Ongoing Separation Activities)





In Scope Services:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	Technical 

Services

	 	As of the Distribution Date, there
will be a number of activities still
under way to fully split the DPS and
Cadbury systems. All costs for these
activities are borne in the Separation
budget and any DPS costs are part of the
final settlement of outstanding
intercompany balances that will be
settled prior to the Distribution Date.
Therefore, no costs will be billed to
either party for this Service.
	 	3 months (Or
final technical
separation)
	 	None
	 
	 	 	 	 	 	 
	 

	 	However, there are a number of technical
considerations, and this Service is
intended to ensure that the following
activities are understood by both DPS
and CS to be ongoing and to commit that
both IT organizations are committed to
completion per the planned
timeline.	 	 	 	 






23









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notice
	Type of	 	 	 	 	 	Required to
	Service	 	Description of Specific Services	 	Term	 	Terminate
	 

	 	Ongoing activities include:	 	 	 	 
	 

	 	     •    Separation of the Spend Management System (SMS) for DPS
	 	 	 	 
	 

	 	     •    Completion of implementation of MSSI Copy — IXOS functionality
	 	 	 	 
	 

	 	     •    Completion of AD Migration activities for Finance Users & 

   Applications
	 	 	 	 
	 

	 	     •    Standup of the DMZ, Separation of the Data Center, Breaking of the
Network (addressed fully in a separate Service)
	 	 	 	 
	 

	 	     •    Deletion of data in separated systems (GDS, Trouble Ticketing Systems)
	 	 	 	 
	 
	 

	 	     •    Streamserve Form Testing
	 	 	 	 
	 

	 	     •    Lotus Notes DBs — SARD, RAM
	 	 	 	 







24










 





SCHEDULE C




Services Provided by Cadbury to DPS




	 	 	 	 	 
	Type of Service	 	Full Term Cost	 
	1. Corporate Group Finance
	 	$	36,000	 
	2. Corporate Group HR Benefits
	 	$	55,000	 
	3. Corporate Group Intellectual Property (Americas)
	 	$	2,250	 
	4. Corporate Group Legal Americas
	 	$	9,000	 
	5. Corporate Audit
	 	$	0	 
	6. Tax
	 	$	304,000	 
	7. Treasury
	 	$	126,000	 
	8. North American HR
	 	$	0	 
	9. NoLA Office and Administrative Services
	 	$	3,500	 
	10. Canadian Services
	 	$	0	 
	11. IT Management Advisory Services
	 	$	0	 
	12. IT (Management Advisory Services)
	 	$	0	 
	13. IT (Active Directory Trust)
	 	$	14,000	 
	14. IT (Hyperion Access)
	 	$	0	 
	15. IT (Ongoing Separation Activities)
	 	$	0	 
	16. IT (Network Ops Support)
	 	$	0	 
	Total to be Charged to DPS
	 	$	556,150	 







25









 








Services Provided by DPS to Cadbury




	 	 	 	 	 
	Type of Service	 	Full Term Cost	 
	1. Customer Solutions — Facilities Services & Support/Fleet
	 	$	138,890	 
	2. Customer Solutions — HR Services
	 	$	28,333	 
	Payroll & Workman’s Comp Services
	 	$	11,400	 
	Medical Claim Payments
	 	$	0	 
	3. HR Benefits
	 	$	208,928	 
	4. Compensation CoE
	 	$	39,407	 
	5. Finance
	 	$	33,750	 
	6. Risk Management
	 	$	25,200	 
	7. Tax
	 	$	0	 
	8. Canadian Services
	 	$	0	 
	9. IT
	 	$	50,870	 
	10. IT (Telephony — Mobile Services Contracts)
	 	 	 	 
	Telephony          (T-Mobile)
	 	$	141,250	 
	Telephony          (AT&T Mobile)
	 	$	218,750	 
	Telephony          (Sprint Long Distance)
	 	$	150,000	 
	Telephony          (Sprint/Nextel Mobile)
	 	$	28,000	 
	Telephony          (Symphony Ongoing)
	 	$	36,000	 
	Telelphony          (Verizon Long Distance)
	 	$	42,000	 
	Telephony          (Post Symphony Service Desk & I Billing)
	 	$	0	 
	11. IT (Network Services)
	 	$	99,000	 
	12. IT (Advisory Services)
	 	$	0	 
	13. IT (Network Ops Support)
	 	$	0	 
	14. IT (Rogers Facility)
	 	$	0	 
	15. IT (CCB Governance)
	 	$	0	 
	16. IT (Hyperion Access)
	 	$	0	 
	17. IT (Ongoing Separation Activities)
	 	$	0	 
	Total to be Charged to Cadbury 
	 	$	1,251,778	 






26









 





SCHEDULE D




Out-of-Scope Services





	1.	 	Legal advisory services
	 
	2.	 	Insurance services
	 
	3.	 	Execution of treasury services
	 
	4.	 	Any services designated as Out-of-Scope Services on Schedule A or B
	 
	5.	 	Any other services that the parties reasonably agree is not appropriate for one party or its
Affiliates to provide to the other party or its Affiliates because the parties are not
Affiliates of one another






27