Exhibit 10.12


 





EXECUTION VERSION 


 


Churchill Capital Corp III


640 Fifth Avenue,
12th Floor


New York, NY 10019


 


February 13, 2020


 


M. Klein Associates, Inc.


640 Fifth Avenue, 12th
Floor


New York, NY 10019


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Churchill Capital
Corp III, a Delaware corporation (the “Company”) and M. Klein Associates, Inc., a New York corporation
(the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on
the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”)
and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s
liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-236153) filed with the Securities
and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):


 


	1.	The Services Provider (and/or any of its affiliates designated by the Services Provider) shall make
available to the Company, at the address of the Services Provider referred to above (or any successor location or other existing
office locations of the Services Provider or any of its affiliates), office space and administrative and support services as may
be reasonably requested by the Company. In exchange therefor, the Company shall pay to the Services Provider, on the first day
of each month, the sum of $50,000 per month commencing on the Listing Date and continuing monthly thereafter until the Termination
Date; and



 


	2.	The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind
or nature whatsoever (each, a “Claim”) in or to, and any and all right to seek payment of any amounts
due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this letter
agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in
the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust
Account or any monies or other assets in the Trust Account for any reason whatsoever.



 






     

     


    

 





This letter agreement constitutes the entire agreement and understanding
of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


This letter agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign either this letter agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, provided that
the Services Provider may assign this letter agreement or any of its rights, interests, or obligations hereunder to an affiliate
without the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee.


 


This letter agreement constitutes the entire relationship
of the parties hereto with respect to the subject matter described herein and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by and construed in accordance with the laws of the State of New York.


 


This letter agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same letter agreement.


 


[Signature page follows]


 






     

     


    

 


	 	Very truly yours,
	 	 
	 	CHURCHILL CAPITAL CORP III



 


 


	 	By:	/s/ Lee Jay Taragin
	 	 	Name: Lee Jay Taragin
	 	 	Title:   Authorized Person






 





	AGREED TO AND ACCEPTED BY:	 
	 	 
	M. KLEIN ASSOCIATES, INC.	 
	 	 



 





	By:	/s/ Lee Jay Taragin	 
	 	Name: Lee Jay Taragin	 
	 	Title:   Authorized Person	 



 


[Signature Page to Administrative Services Agreement]