Exhibit 10.1

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

by and between

XEROX CORPORATION

and

CONDUENT INCORPORATED

Dated as of December 30, 2016

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT (this “ Agreement ”), dated as of December 30, 2016, by and between XEROX CORPORATION, a New York corporation (“ Xerox ”), and CONDUENT INCORPORATED, a New York corporation (“ Conduent ”).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of Conduent and concurrently with the execution of this Agreement, Xerox and Conduent are entering into a Separation and Distribution Agreement (the “ Separation Agreement ”);

WHEREAS, each of Xerox and Conduent may provide to the other certain services, as more particularly described in this Agreement, for a limited period of time following the Spin-Off; and

WHEREAS, each of Xerox and Conduent desires to reflect the terms of their agreement with respect to such services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, Xerox and Conduent, for themselves, their successors and assigns, agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“ Additional Services ” has the meaning ascribed thereto in Section 2.02(a).

“ Affiliate ” has the meaning ascribed thereto in the Separation Agreement.

“ Affected Party ” has the meaning ascribed thereto in Section 7.02.

“ Agreement ” has the meaning ascribed thereto in the preamble.

“ Ancillary Agreements ” has the meaning ascribed thereto in the Separation Agreement.

“ Applicable Termination Date ” means, with respect to each Service, the date that is 12 months from the Distribution Date, or such earlier termination date specified with respect to such Service, as applicable, in Schedule A or Schedule B, as applicable.

“ BPO Business ” means the BPO Business as defined in the Separation Agreement.

“ Conduent ” has the meaning ascribed thereto in the preamble.

“ Conduent Group ” has the meaning ascribed thereto in the Separation Agreement.

“ Conduent Indemnitees ” has the meaning ascribed thereto in the Separation Agreement.

“ Consents ” has the meaning ascribed thereto in the Separation Agreement.

“ Cost of Services ” means, with respect to each Service, the amount specified with respect to such Service in Schedule A or Schedule B, as applicable, to be paid by a Service Recipient in respect of such Service to the Service Provider of such Service.

“ Designated Work Product ” means the work product resulting from the provision of Services hereunder for the Service Recipient’s exclusive use listed or described on Schedule C.

“ Dispute ” has the meaning ascribed thereto in Section 2.01(c).

“ Dispute Notice ” has the meaning ascribed thereto in Section 2.01(c).

“ Distribution ” has the meaning ascribed thereto in the Separation Agreement.

“ Distribution Date ” has the meaning ascribed thereto in the Separation Agreement.

“ Force Majeure Event ” has the meaning ascribed thereto in Section 7.02.

“ Governmental Authority ” has the meaning ascribed thereto in the Separation Agreement.

“ Group ” means either the Xerox Group or the Conduent Group, as the context requires.

“ Insurance Proceeds ” has the meaning ascribed thereto in the Separation Agreement.

“ Law ” has the meaning ascribed thereto in the Separation Agreement.

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“ Liabilities ” has the meaning ascribed thereto in the Separation Agreement.

“ Omitted Services ” has the meaning ascribed thereto in Section 2.02(a).

“ Party ” means either party hereto, and “ Parties ” means both parties hereto.

“ Performing Party ” has the meaning ascribed thereto in Section 7.02.

“ Person ” has the meaning ascribed thereto in the Separation Agreement.

“ Separation Agreement ” has the meaning ascribed thereto in the recitals.

“ Service Extension ” has the meaning ascribed thereto in Section 4.02.

“ Service Manager ” has the meaning ascribed thereto in Section 2.01(c).

“ Service Provider ” means any member of the Conduent Group or the Xerox Group, as applicable, in its capacity as the provider of any Services to any member of the Xerox Group or the Conduent Group, respectively.

“ Service Recipient ” means any member of the Conduent Group or the Xerox Group, as applicable, in its capacity as the recipient of any Services from any member of the Xerox Group or the Conduent Group, respectively.

“ Services ” means the individual services identified in Schedule A or Schedule B, as applicable.

“ Spin-Off ” has the meaning ascribed thereto in the Separation Agreement.

“ Sub-Contractor ” has the meaning ascribed thereto in Section 2.01(e).

“ Subsidiary ” has the meaning ascribed thereto in the Separation Agreement.

“ Taxes ” has the meaning ascribed thereto in Section 3.01(b).

“ Third-Party Claim ” has the meaning ascribed thereto in the Separation Agreement.

“ Xerox ” has the meaning ascribed thereto in the preamble.

“ Xerox Business ” has the meaning ascribed thereto in the Separation Agreement.

“ Xerox Group ” has the meaning ascribed thereto in the Separation Agreement.

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“ Xerox Indemnitees ” has the meaning ascribed thereto in the Separation Agreement.

ARTICLE II

Services

SECTION 2.01. Provision of Services. (a) Commencing immediately after the Distribution, Xerox shall, and shall cause the applicable members of the Xerox Group to, (i) provide to Conduent and the applicable members of the Conduent Group the Services set forth in Schedule A and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients under this Agreement, in each case in accordance with the terms of this Agreement.

(b) Commencing immediately after the Distribution, Conduent shall, and shall cause the applicable members of the Conduent Group to, (i) provide to Xerox and the applicable members of the Xerox Group the Services set forth in Schedule B and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients under this Agreement, in each case in accordance with the terms of this Agreement.

(c) Each Service Recipient and its respective Service Provider shall cooperate in good faith with each other in connection with the performance of the Services hereunder. Each of Xerox and Conduent agrees to appoint an employee representative (each such representative, a “ Service Manager ”) who will have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of Xerox and Conduent, respectively. Initially, the Service Managers will be the individuals set forth on Schedule D. Either Party may change its designated Service Manager at any time upon notice given to the other Party in accordance with Section 7.10. The Service Managers will consult and coordinate with each other on a regular basis, and no less frequently than monthly, during the term of this Agreement. Except as otherwise provided in this Agreement, the Parties shall resolve all disputes arising under or in connection with this Agreement (each, a “ Dispute ”) in accordance with the following procedures (including, for the avoidance of doubt, any Dispute relating to payments with respect to the Services). All Disputes will be first considered in person, by teleconference or by video conference by the Service Managers within five business days after receipt of notice from either Party specifying the nature of the Dispute (a “ Dispute Notice ”). If any Dispute is not resolved by the Service Managers within 10 business days after receipt of a Dispute Notice, then, upon the written request of either Party, each Party shall designate a representative who does not spend a substantial portion of his or her time on activities relating to this Agreement to meet in person, by teleconference or by video conference with the other Party’s designated representative for the purpose of resolving the Dispute. The designated representatives shall negotiate in good faith to resolve the Dispute. If they do not resolve the Dispute within 10 business days after the date the Dispute was referred to them, the Parties may pursue any other rights, remedies or actions that may be available to them under this Agreement or at Law.

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(d) The Service Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services will remain at all times, and be deemed to be, employees or representatives solely of the Service Provider responsible to provide such Services (or its Affiliates or Sub-Contractors) for all purposes, and not to be employees or representatives of the Service Recipient. The Service Provider (or its Affiliates or Sub-Contractors) will be solely responsible for payment of (i) all compensation, (ii) all income, disability, withholding and other employment taxes and (iii) all medical benefit premiums, vacation pay, sick pay and other employee benefits payable to or with respect to personnel who perform Services on behalf of such Service Provider. All such personnel will be under the sole direction, control and supervision of the Service Provider and the Service Provider has the sole right to exercise all authority with respect to the employment, substitution, termination, assignment and compensation of such personnel.

(e) The Service Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates or engage the services of other professionals, consultants or other third parties (each, a “ Sub-Contractor ”) in connection with the performance of the Services; provided , however , that (i) the Service Provider shall remain ultimately responsible for ensuring that its obligations with respect to the nature, scope, quality and other aspects of the Services are satisfied with respect to any Services provided by any such Affiliate or Sub-Contractor and shall be liable for any failure of a Sub-Contractor to so satisfy such obligations (or otherwise breaches any provision hereof) and (ii) such Sub-Contractor agrees in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 7.05 of this Agreement. Except as agreed by the Parties in Schedule A or Schedule B or otherwise in writing, any costs associated with engaging the services of an Affiliate of the Service Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Service Recipient under this Agreement, and the Service Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses.

(f) The Services shall be performed in substantially the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as such Services (or substantially similar services) were provided to the BPO Business or the Xerox Business, as applicable, immediately prior to the Distribution Date, unless the Services are being provided by a Sub-Contractor who is also providing the same services to the Service Provider or a member of such Service Provider’s Group, in which case the Services shall be performed for the Service Recipient in the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as they are being performed for the Service Provider or such member of such Service Provider’s Group, as applicable. If the Service Provider has not provided such Services (or substantially similar services) immediately prior to the Distribution Date, then the Services shall be performed in a competent and professional manner consistent with industry standards. The Services shall be used solely for the operation of the BPO Business or the Xerox Business, as applicable, for substantially the same purpose as used by the applicable Service Recipient on the date of this Agreement.

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(g) The Parties acknowledge that the Service Provider may make changes from time to time in the manner of performing Services if the Service Provider is making similar changes in performing the same or substantially similar Services for itself or other members of its Group; provided , however , that, unless expressly contemplated in Schedule A or Schedule B, such changes shall not affect the Cost of Services for such Service payable by the Service Recipient under this Agreement or decrease the manner, scope, time frame, nature, quality or level of the Services provided to the Service Recipient, except upon prior written approval of the Service Recipient. Service Recipients shall cooperate with the Service Providers to the extent necessary or appropriate to facilitate the performance of the Services in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, (i) each Party shall make available on a timely basis to the other Party all information and materials requested by such Party to the extent reasonably necessary for the performance or receipt of the Services, (ii) each Party shall, and shall cause the members of its Group to, upon reasonable notice, give or cause to be given to the other Party and its Affiliates and Sub-Contractors reasonable access, during regular business hours and at such other times as are reasonably required, to the relevant premises and personnel to the extent reasonably necessary for the performance or receipt of the Services and (iii) each Party shall, and shall cause the members of its Group to, give the other Party and its Affiliates and Sub-Contractors reasonable access to, and all necessary rights to utilize, such Party’s, and its Group’s, information, facilities, personnel, assets, systems and technologies to the extent reasonably necessary for the performance or receipt of the Services. Each Party shall (and shall cause the members of its Group and its personnel and the personnel of its Affiliates and Sub-Contractors providing or receiving Services to): (A) not attempt to obtain access to, use or interfere with any information technology systems of the other Party or any member of its Group, or any confidential or competitively sensitive information owned, used or processed by the other Party, except to the extent reasonably necessary to do so to provide or receive Services; (B) maintain reasonable security measures to protect the systems of the other Party and the members of its Group to which it has access pursuant to this Agreement from access by unauthorized third parties; (C) not disable, damage or erase or disrupt or impair the normal operation of the information technology systems of the other Party or any member of its Group; (D) Service Provider shall immediately notify Service Recipient of any confirmed misuse, disclosure or loss of, or inability to account for, any confidential or competitively sensitive information, and any confirmed unauthorized access to Service Provider’s facilities, systems or network; and Service Provider will investigate such confirmed security incidents and reasonably cooperate with Service Recipient’s incident response team, supplying logs and other necessary information to mitigate and limit the damages resulting from such a security incident, provided that the Service Recipient agrees to reimburse Service Provider for time spent and actual travel expenses incurred in connection with any such investigation; and (E) subject to applicable Law, the Service Provider shall use reasonable efforts to comply with any commercially reasonable requests to assist Service Recipient with its electronic discovery obligations related to Services provided to the Service Recipient, provided that the Service Recipient agrees to reimburse Service Provider for time spent and actual travel expenses incurred for such response.

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(h) Nothing in this Agreement shall be deemed to require the provision of any Service by any Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) to any Service Recipient if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Service Provider or any other member of its Group is a party or otherwise, unless and until, subject to the third-to-last sentence of this Section 2.01(h), such Consent has been obtained. The Service Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person that may be necessary for the performance of the Service Provider’s obligations pursuant to this Agreement. Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Service Recipient, and the Service Recipient shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents. In the event that the Consent of any Person, if required in order for the Service Provider to provide Services, is not obtained reasonably promptly after the Distribution, the Service Provider shall notify the Service Recipient and the Parties shall cooperate in devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Service Provider shall provide the Services in such alternative manner and the Service Recipient shall pay for such Services based on the alternative Cost of Services. The Services shall not include, and no Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) shall be obligated to provide, any service the provision of which to a Service Recipient following the Distribution would constitute a violation of any Law. In addition, notwithstanding anything to the contrary herein, the Service Provider (and the Affiliates and Sub-Contractors of the Service Provider) will not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the applicable Service Recipient.

(i) Each Party, on behalf of itself and its Affiliates, hereby grants to the other Party and to its Affiliates and Sub-Contractors providing Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free, sublicensable license, for the term of this Agreement, to use the intellectual property owned by such Party and the members of its Group solely to the extent necessary for the other Party and the members of its Group to perform their obligations hereunder. Subject to the terms of the Separation Agreement, each Service Provider acknowledges and agrees that it will acquire no right, title or interest (including any license rights or rights of use) to the Designated Work Product and such Designated Work Product shall remain the exclusive property of the Service Recipient. To the extent title to any Designated Work Product vests in the Service Provider by operation of Law, each Party hereby assigns (and shall cause any such other Service Provider, and any Affiliate or Sub-Contractor of such Service Provider, to assign) to the relevant Service Recipient all right, title and interest in and to such Designated Work Product, and the Service Provider shall (and shall cause any Affiliate or Sub-Contractor of such Service Provider to) provide such assistance and execute such documents as the Service Recipient may reasonably request to assign to the relevant Service Recipient all right, title and interest in and to such work product. Each Service Recipient acknowledges and agrees that it will acquire no right, title or interest

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(other than a non-exclusive, perpetual, royalty-free worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Service Recipient’s exclusive use and such work product shall remain the exclusive property of the Service Provider.

(j) The Parties acknowledge that it may be necessary for each of them to make proprietary and/or third party software available to the other in the course and for the purpose of performing Services. Each Party (a) shall comply with the license restrictions applicable to any and all proprietary or third party software made available to such Party by the other Party in the course of the provision of Services hereunder, (b) acknowledges receipt of the license terms of use applicable to all proprietary or third party software in its possession as of the Distribution Date, and (c) agrees that it shall be responsible for providing to the other Party a copy of the applicable license terms (or, solely with respect to open source software or other software with publicly available license terms, information sufficient to direct such other Party to a copy thereof) for any and all proprietary or third party software first made available to such other Party after the Distribution Date, solely to the extent such provision would not violate the providing Party’s duty of confidentiality owed to any third party.

(k) Subject to Section 2.02, the Parties agree that the Services set forth in Schedule A and Schedule B constitute all of the Services to be provided by members of the Xerox Group and members of the Conduent Group, respectively, as of the Distribution Date.

SECTION 2.02. Service Amendments and Additions. (a) From time to time during the term, each of Xerox and Conduent may request the other Party to provide services that (i) were provided by the Xerox Business or the BPO Business, as applicable, within the 12 months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Xerox Business or the BPO Business, as applicable, as conducted as of the Distribution Date (“ Omitted Services ”). In the event that a Party desires to have the other Party provide Omitted Services or additional services that are not Omitted Services (“ Additional Services ”), such other Party, in its discretion, may agree to provide such Omitted Services or Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (A) the type and the scope of the requested service, (B) who shall perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service.

(b) If a Party agrees to provide Omitted Services or Additional Services pursuant to Section 2.02(a), then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will describe in detail the service, project scope, term, price and payment terms to be charged for such Omitted or Additional Services. Once agreed to in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services or Additional Services, as applicable, shall be deemed “Services”, provided hereunder, in each case subject to the terms and conditions of this Agreement.

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SECTION 2.03. No Management Authority. No Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) shall be authorized by, or shall have any responsibility under, this Agreement to manage the affairs of the business of any Service Recipient.

ARTICLE III

Compensation

SECTION 3.01. Compensation for Services. (a) As compensation for each Service rendered pursuant to this Agreement, the Service Recipient shall be required to pay to the Service Provider the Cost of Services specified for such Service in Schedule A or Schedule B, as applicable.

(b) During the term of this Agreement, the amount of a Cost of Service for a Service may increase to the extent of any increase in the applicable Cost of Services during a Service Extension, in accordance with Section 4.02.

(c) The amount of any actual and documented sales tax, value-added tax, goods and services tax or similar tax that is required to be assessed and remitted by the Service Provider in connection with the Services provided hereunder (“ Taxes ”) will be promptly paid to the Service Provider by the Service Recipient in accordance with Section 3.02. Such payment shall be in addition to the Cost of Services set forth in Schedule A or Schedule B, as applicable (unless such Tax is expressly already accounted for in the applicable Cost of Services).

(d) Either Party shall have the right to withhold or deduct from any payments made under this Agreement as required by applicable Law. For all purposes of this Agreement, any such deducted or withheld amounts shall be treated as paid to the other Party for purposes of this Agreement. The Party making such deduction or withholding shall promptly provide to the other Party tax receipts or other documents evidencing the payment of any such deducted or withheld amount to the applicable Governmental Authority.

SECTION 3.02. Payment Terms. (a) The Service Provider shall bill the Service Recipient monthly, within 30 business days after the end of each month, or at such other interval specified with respect to a particular Service in Schedule A or Schedule B, as applicable, an amount equal to the aggregate Cost of Services due for all Services provided in such month or other specified interval, as applicable, plus any Taxes. Invoices shall be directed to the Service Manager appointed by Xerox or Conduent, as applicable, or to such other Person designated in writing from time to time by such Service Manager. The Service Recipient shall pay such amount in full within 60 days after receipt of each invoice by wire transfer of immediately available funds to the account designated by the Service Provider for this purpose. If the 60th day falls on a weekend or a holiday, the Service Recipient shall pay such amount on or before the following business day. Each invoice shall set forth in reasonable detail the calculation of the charges and amounts and applicable Taxes, for each Service during the month or

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other specified interval to which such invoice relates. In addition to any other remedies for non-payment, if any payment is not received by the Service Provider on or before the date such amount is due, then a late payment interest charge, calculated at 2.0% per annum rate, shall immediately begin to accrue and any such late payment interest charges shall become immediately due and payable in addition to the amount otherwise owed under this Agreement. The Parties shall cooperate to achieve an invoicing structure that minimizes taxes for both Parties, including by implementing a local to local invoicing structure where applicable.

(b) Any objection to the amount of any invoice shall be deemed to be a Dispute hereunder subject to the provisions applicable to Disputes set forth in Section 2.01(c).

SECTION 3.03. DISCLAIMER OF WARRANTIES. WITHOUT LIMITATION TO THE COVENANTS RELATING TO THE PROVISION OF SERVICES SET FORTH IN SECTION 2.01(f), THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MEMBER OF THE XEROX GROUP OR OF THE CONDUENT GROUP, AS SERVICE PROVIDER, MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

SECTION 3.04. Books and Records. Xerox and Conduent shall each, and shall each cause the members of their Group to, maintain complete and accurate books of account as necessary to support calculations of the Cost of Services for Services rendered by it or the other members of its Group as Service Providers and shall make such books available to the other, upon reasonable notice, during normal business hours; provided , however , that to the extent Xerox’s or Conduent’s books, or the books of the members of their Group, contain Information relating to any other aspect of the Xerox Business or the BPO Business, as applicable, Xerox and Conduent shall negotiate a procedure to provide the other Party with necessary access while preserving the confidentiality of such other records.

ARTICLE IV

Term

SECTION 4.01. Commencement. This Agreement is effective as of the date hereof and shall remain in effect with respect to a particular Service until the occurrence of the Applicable Termination Date applicable to such Service (or, subject to the terms of Section 4.02, the expiration of any Service Extension applicable to such Service), unless earlier terminated (i) in its entirety or with respect to a particular Service, in each case in accordance with Section 4.03, or (ii) by mutual consent of the Parties. Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no force and effect.

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SECTION 4.02. Service Extension. If the Service Recipient reasonably determines that it will require a Service to continue beyond the Applicable Termination Date or the end of a subsequent extension period, the Service Recipient may request the Service Provider to extend the term of such Service for the desired renewal period(s) (each, a “ Service Extension ”) by written notice to the Service Provider no less than 45 days prior to end of the then-current Service term. The Service Provider shall respond to any such request for a Service Extension within 15 days of receipt and shall use reasonable best efforts to comply with such Service Extension request; provided , however , that (i) the Service Extensions with respect to each Service shall not extend the term of such Service more than 12 months beyond the Applicable Termination Date applicable to such Service, (ii) the Service Provider will not be in breach of its obligations under this Section 4.02 if it is unable to comply with a Service Extension request through the use of reasonable best efforts such as where a Consent that is required in order for the Service Provider to continue to provide the applicable Service during the requested Service Extension cannot be obtained by the Service Provider through the use of reasonable best efforts, (iii) the Service Provider shall not be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make any Consent that is required in order for the Service Provider to continue to provide the applicable Service during the requested Service Extension (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Service Recipient, as promptly as reasonably practicable), and (iv) each Service Extension is permissible under applicable Law. With respect to Schedule A or Schedule B, as applicable, the the Cost of Services specified for such Service in Schedule A or Schedule B, as applicable, shall be amended to include an incremental surcharge of 10% for each Service Extension. The Parties shall amend the terms of Schedule A or Schedule B, as applicable, to reflect the new Service term and Cost of Services, within 5 days following the Service Provider’s agreement to a Service Extension, subject to the conditions set forth in this Section 4.02. Each such amended Schedule A or Schedule B, as applicable, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement. Additionally, if the Service Provider deems that an extension of a Service requires any other Service to be extended due to their related nature, the Service Provider will provide notice to the Service Recipient that it must request in writing an extension of that affected Service before it accepts the extension request.

SECTION 4.03. Termination. (a) If a Service Provider or Service Recipient materially breaches any of its respective obligations under this Agreement (and the period for resolution of the Dispute relating to such breach set forth in Section 2.01(c) has expired), the non-breaching Service Recipient or Service Provider, as applicable, may terminate this Agreement with respect to the Service to which such obligations apply, effective upon not less than 30 days’ written notice of termination to the breaching Party, if the breaching Party does not cure such default within 30 days after receiving written notice thereof from the non-breaching Party. The termination of this Agreement with respect to any Service pursuant to this Section 4.03 shall not affect the Parties’ rights or obligations under this Agreement with respect to any other Service.

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(b) Except as otherwise provided in this Agreement or Schedule A or Schedule B, upon not less than 60 days’ prior written notice a Service Recipient shall be entitled to terminate one or more Services being provided by any Service Provider for any reason or no reason at all.

(c) In the event of any termination of this Agreement in its entirety or with respect to any Service, each Party, Service Provider and Service Recipient shall remain liable for all of their respective obligations that accrued hereunder prior to the date of such termination, including all obligations of each Service Recipient to pay any amounts due to any Service Provider hereunder.

SECTION 4.04. Return of Books, Records and Files. Upon the request of the Service Recipient after the termination of a Service with respect to which the Service Provider holds books, records or files, including current and archived copies of computer files, (i) owned solely by the Service Recipient or its Affiliates and used by the Service Provider in connection with the provision of a Service pursuant to this Agreement or (ii) created by the Service Provider and in the Service Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Service Recipient or destroyed by the Service Provider, with certification of such destruction provided to the Service Recipient, other than, in each case, such books, records and files electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such books, records and files will not be used by the Service Provider for any other purpose. The Service Recipient shall bear the Service Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Service Provider may make one copy of such books, records or files for its legal files.

ARTICLE V

Indemnification; Limitation of Liability

SECTION 5.01. Indemnification. (a) Conduent in its capacity as a Service Recipient and on behalf of each member of its Group in its capacity as a Service Recipient, shall indemnify, defend and hold harmless Xerox and the other Xerox Indemnitees from and against any and all Liabilities incurred by such Xerox Indemnitee and arising out of, in connection with or by reason of this Agreement or any Services provided by any member of the Xerox Group hereunder, except to the extent such Liabilities arise out of a Xerox Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services or (iv) gross negligence or wilful misconduct in providing the Services.

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(b) Xerox in its capacity as a Service Recipient and on behalf of each member of its Group in its capacity as a Service Recipient, shall indemnify, defend and hold harmless Conduent and the other Conduent Indemnitees from and against any and all Liabilities incurred by such Conduent Indemnitee and arising out of, in connection with or by reason of this Agreement or any Services provided by any member of the Conduent Group hereunder, except to the extent such Liabilities arise out of a Conduent Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services or (iv) gross negligence or wilful misconduct in providing the Services.

SECTION 5.02. Limitation on Liability. (a) No Service Provider, in its capacity as such, nor any member of its Group acting in the capacity of a Service Provider, nor any Indemnitee thereof, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to the other Party (or any of such other Party’s Indemnitees) for any Liabilities arising out of, related to or in connection with the Services or this Agreement, except to the extent that such Liabilities arise out of such Service Provider’s (or a member of its Group’s) (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services or (iv) gross negligence or wilful misconduct in providing the Services; provided that nothing in this Section 5.02(a) shall be deemed to limit a Service Recipient’s rights under Section 5.02(d) regarding Insurance Proceeds in respect of Third-Party Claims.

(b) IN NO EVENT SHALL ANY SERVICE PROVIDER, IN ITS CAPACITY AS SUCH, NOR ANY MEMBER OF ITS GROUP ACTING IN THE CAPACITY OF A SERVICE PROVIDER, NOR ANY INDEMNITEE THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO THE SERVICE RECIPIENT (OR ANY OF ITS INDEMNITEES) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH SERVICE PROVIDER UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(c) EACH GROUP’S TOTAL LIABILITY, IN ITS CAPACITY AS A SERVICE PROVIDER, TO THE OTHER GROUP ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO IT FOR SERVICES UNDER THIS AGREEMENT; PROVIDED , HOWEVER , THAT, NOTWITHSTANDING THE FOREGOING, IN THE CASE OF ANY LIABILITY TO THE OTHER PARTY ARISING OUT OF A THIRD-PARTY CLAIM, EACH GROUP’S TOTAL LIABILITY IN ITS CAPACITY AS A

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SERVICE PROVIDER TO THE OTHER GROUP SHALL BE INCREASED BY AN AMOUNT EQUAL TO THE AMOUNT, IF ANY, OF ANY INSURANCE PROCEEDS THAT ARE ACTUALLY RECEIVED BY SUCH SERVICE PROVIDER IN ACCORDANCE WITH SECTION 5.02(d).

(d) If a Service Provider, in its capacity as such, or any member of its Group acting in the capacity of a Service Provider, or any Indemnitee thereof, shall be liable to the other Party for any Liability arising out of a Third-Party Claim, such Service Provider, at the request of the Indemnitee, shall use commercially reasonable efforts to pursue and recover any available Insurance Proceeds under applicable insurance policies. Promptly upon the actual receipt of any such Insurance Proceeds, such Service Provider shall pay such Insurance Proceeds to the applicable Indemnitee to the extent of the Liability arising out of the applicable Third-Party Claim. The Indemnitee shall, upon the request of such Service Provider and to the extent permitted under such Service Provider’s applicable insurance policies, promptly pay directly to such Service Provider or to such Service Provider’s insurer any reasonable costs or expenses incurred in the collection of such Indemnitee’s portion of such Insurance Proceeds (including such Indemnitee’s portion of applicable retentions or deductibles); provided , however , that in no event shall an Indemnitee’s portion of such collection costs and expenses, applicable retentions and deductibles exceed the amount of Insurance Proceeds actually received by such Indemnitee.

(e) The provisions of this Article V shall survive indefinitely, notwithstanding any termination of all or any portion of this Agreement.

ARTICLE VI

Other Covenants

SECTION 6.01. Attorney-in-Fact. On a case-by-case basis, the Service Recipient shall execute documents necessary to appoint the Service Provider as its attorney-in-fact for the sole purpose of executing any and all documents and instruments reasonably required to be executed in connection with the performance by the Service Provider of any Service under this Agreement.

ARTICLE VII

Miscellaneous

SECTION 7.01. Title to Data. Each of Conduent and Xerox acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor that are owned by the other Party or its Affiliates, Subsidiaries or divisions, by reason of the provision of the Services hereunder, except as expressly provided in Section 2.01(i) and Section 4.04.

SECTION 7.02. Force Majeure. In case performance of any terms or provisions hereof shall be delayed or prevented, in whole or in part, because of or related

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to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, strike, labor dispute, fire, explosion, storm, flood, act of God or act of terrorism that is not within the control of the Party, Service Provider or Service Recipient whose performance is interfered with (each, a “ Performing Party ”) and which by the exercise of reasonable diligence such Performing Party is unable to prevent, or for any other reason which is not within the control of such Performing Party whose performance is interfered with and which by the exercise of reasonable diligence such Performing Party is unable to prevent (each, a “ Force Majeure Event ”), then upon prompt written notice stating the date and extent of such interference and the cause thereof by the Performing Party to the other Party, Service Recipient or Service Provider (each, an “ Affected Party ”), as applicable, the Performing Party shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against either the Performing Party or the Affected Party on account thereof; provided , however , that the Performing Party promptly resumes the required performance upon the cessation of the Force Majeure Event or its effects. No Performing Party shall be excused from performance if such Performing Party fails to use commercially reasonable efforts to remedy the situation and remove the cause and effects of the Force Majeure Event.

SECTION 7.03. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 7.04. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating a relationship of principal and agent, partnership or joint venture between the Parties, between Service Providers and Service Recipients or with any individual providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other than the relationship set forth herein. Each Party and each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.

SECTION 7.05. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.09 of the Separation Agreement.

SECTION 7.06. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

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(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 7.07. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

SECTION 7.08. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets or (b) the sale of all or substantially all of such Party’s assets; provided , however , that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. Nothing in this Section 7.08 shall affect or impair a Service Provider’s ability to delegate any or all of its obligations under this Agreement to one or more Affiliates or Sub-Contractors pursuant to Section 2.01(e).

SECTION 7.09. Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Xerox Indemnitee or Conduent Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

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SECTION 7.10. Notices. All notices or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

SECTION 7.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 7.12. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 7.13. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 7.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 7.15. Interpretation. The rules of interpretation set forth in Section 11.14 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis .

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Exhibit 10.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

by and between

XEROX CORPORATION

and

CONDUENT INCORPORATED

As of December 30, 2016

TABLE OF CONTENTS

i

ii

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of December 30, 2016, by and between XEROX CORPORATION, a New York corporation (“ Parent ”), and CONDUENT INCORPORATED, a New York corporation and a wholly owned subsidiary of Parent (“ Spinco ” and, together with Parent, the “ Parties ”).

W I T N E S S E T H:

WHEREAS Spinco is a wholly owned subsidiary of Parent and a member of its consolidated group;

WHEREAS, pursuant to an agreement dated as of the date of this Agreement (the “ Separation Agreement ”), Parent and Spinco have effected or agreed to effect the Separation and the Distribution (together, the “ Spin-Off ”);

WHEREAS the Parties intend that each step of the Internal Transactions, the Contribution and the Distribution qualify for its Intended Tax Treatment; and

WHEREAS the Parties desire to provide for and agree upon the allocation of liability for Taxes arising prior to, as a result of, and subsequent to the Spin-Off, and to provide for and agree upon certain other matters relating to Taxes.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

Certain Definitions and Other Matters

For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Separation Agreement.

“ 10% Acquisition Transaction ” has the meaning set forth in Section 4.07(b).

“ Active Trade or Business ” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trade or business described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to the Distribution with respect to Spinco.

“ Adjustment Request ” means any formal or informal claim or request made or filed with any Tax Authority for the adjustment, refund, credit or offset of Taxes, including any amended Tax Return claiming adjustment to the Taxes as reported on that Tax Return or, if applicable, to such Taxes as previously adjusted.

“ Agreement ” has the meaning ascribed to such term in the preamble.

“ CFC ” means a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or foreign Law).

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Contribution ” means the transfer or deemed transfer of Conduent Assets by Parent to Spinco (in one or more steps) in exchange for Conduent stock (and, if applicable, securities), the assumption of the Conduent Liabilities and cash as part of the Reorganization.

“ Cravath ” means Cravath, Swaine & Moore LLP.

“ Cravath Tax Opinion ” means the written opinion of Cravath issued to Parent and dated as of the Distribution Date to the effect that each step of the Internal Transactions, the Contribution and the Distribution should qualify for its Intended Tax Treatment for U.S. Federal income Tax purposes.

“ Final Determination ” means (i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD or other similar form, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, or the execution of an IRS Form 870 or other similar form, with respect to any item disallowed or adjusted by a Tax Authority, as long as the responsible Party determines that no action should be taken to recoup that payment or file a claim for refund with respect to that item, and the other Party agrees.

“ Foreign Reorganization ” means the steps of the Spin-Off set forth on Appendix B.

“ Foreign Reorganization Threshold Amount ” has the meaning ascribed to such term in Appendix B.

“ Indemnifying Party ” means a Party from which indemnification is or may be sought under this Agreement.

“ Indemnitee ” means any Person entitled to indemnification pursuant to this Agreement.

“ Indemnity Payment ” means an indemnity payment contemplated by any Transaction Agreement.

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“ Intended Tax Treatment ” means, with respect to each step of the Internal Transactions, the Contribution and the Distribution, the Tax consequences set forth for such step on Appendix A.

“ IRS ” means the U.S. Internal Revenue Service.

“ Non-US Spinco Member ” means (i) any member of the Spinco Tax Group other than a member that is incorporated, organized or otherwise formed under the laws of the United States or any state thereof or the District of Columbia and (ii) any member of the Spinco Tax Group formed under the laws of the United States or any state thereof or the District of Columbia that is owned, in whole or in part, directly or indirectly, by any member of the Spinco Tax Group described in clause (i).

“ Ordinary Course of Business ” means an action taken by a Person if that action is taken in the ordinary course of the normal day-to-day operations of that Person.

“ Ordinary Taxes ” means Taxes other than (i) Transfer Taxes, (ii) Transaction Taxes and (iii) Reorganization Taxes.

“ Parent ” has the meaning ascribed to such term in the preamble.

“ Parent Consolidated Group ” means any consolidated, combined, unitary or similar group of which (i) any member of the Parent Tax Group is or was a member and (ii) any member of the Spinco Tax Group is or was a member.

“ Parent Tax Group ” means (i) Parent, (ii) any Person that is or was a Subsidiary of Parent at any time prior to the Distribution, excluding each member of the Spinco Tax Group, and (iii) any Person that becomes a Subsidiary of Parent at any time after the Distribution.

“ Parties ” has the meaning ascribed to such term in the preamble.

“ Post-Distribution Period ” means any taxable period (or portion thereof) beginning after the Distribution Date.

“ Pre-Distribution Period ” means any taxable period (or portion thereof) ending on or before the Distribution Date.

“ Proposed Acquisition Transaction ” has the meaning ascribed to such term in Section 4.04(b).

“ Protective Section 336(e) Election ” means the election to be made pursuant to Section 4.11 of this Agreement.

“ Records ” has the meaning ascribed to such term in Section 5.01.

“ Regulations ” means the Treasury Regulations promulgated under the Code.

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“ Reorganization Tax ” means, with respect to each step of the Foreign Reorganization, the aggregate Tax liability (other than liability for Transfer Taxes), as determined by Parent, of the Parent Tax Group and the Spinco Tax Group for such step.

“ Restricted Period ” has the meaning ascribed to such term in Section 4.04.

“ Ruling ” means a private letter ruling (including any supplemental ruling) issued by the IRS in connection with the Spin-Off, whether granted prior to, on or after the date hereof.

“ Satisfactory Guidance ” has the meaning ascribed to such term in Section 4.05(b).

“ Section 336(e) Tax Basis ” has the meaning ascribed to such term in Section 2.04(d).

“ Separation Agreement ” has the meaning ascribed to such term in the recitals.

“ Spin-Off ” has the meaning ascribed to such term in the recitals.

“ Spinco ” has the meaning ascribed to such term in the preamble.

“ Spinco Capital Stock ” means (i) all classes or series of stock or other equity interests in Spinco and (ii) all instruments properly treated as stock in Spinco for U.S. Federal income Tax purposes.

“ Spinco Tax Group ” means (i) Spinco, (ii) any Person that is or was a Subsidiary of Spinco as of the Distribution or at any time prior to the Distribution, (iii) any Person that was a Subsidiary of one or more Persons described in clause (ii) at any time prior to the Distribution and (iv) any Person that becomes a Subsidiary of Spinco at any time after the Distribution but excluding, in the case of clause (ii) or (iii), any Person that is a Subsidiary of Parent immediately after the Distribution.

“ Straddle Period ” means any taxable period that includes (but does not end on) the Distribution Date.

“ Tax ” means all forms of taxation or duties imposed by a Governmental Authority, in each case in the nature of a tax, together with any related interest, penalties or other additions to tax.

“ Tax Advisor ” means a Tax counsel or accountant of recognized national standing in the relevant jurisdiction.

“ Tax Asset Value ” has the meaning ascribed to such term in Section 2.04(d)(i).

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“ Tax Authority ” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“ Tax Benefit ” means any Tax refund or other reduction of Taxes paid or currently payable as a result of a credit or offset or the Tax effect of any item of loss, deduction or credit or any other item (including increases in Tax basis).

“ Tax Contest ” means an audit, review, examination or other administrative or judicial proceeding, in each case by any Tax Authority.

“ Tax Dispute ” has the meaning ascribed to such term in Section 5.03.

“ Tax Opinions/Rulings ” means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Spin-Off, including the Cravath Tax Opinion and any opinion issued to allow a party to take actions otherwise prohibited under Section 4.04(a) of this Agreement.

“ Tax Opinion Representations ” means the representations regarding certain facts in existence at the applicable time made by Parent and Spinco that serve as a basis for the Cravath Tax Opinion.

“ Tax Return ” means any report of Taxes due, any claims for a refund, credit or offset of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document required or permitted to be filed under applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and any amendments or supplements to any of the foregoing.

“ Tax Return Preparer ” means, with respect to any Tax Return that Parent is responsible for filing under Section 3.01, Parent and, with respect to any Tax Return that Spinco is responsible for filing under Section 3.02, Spinco.

“ Transaction Agreements ” means this Agreement, the Separation Agreement and any Ancillary Agreement.

“ Transaction Tax Allocation Percentage ” means, with respect to a Party, the quotient, expressed as a percentage and rounded to two (2) decimal points, of the market capitalization of the Party divided by the sum of the market capitalizations of each Party. The market capitalization of a Party means the product of: (i) the volume-weighted average trading price per share of the common stock of that Party for the twenty (20) consecutive trading days beginning on and following the first trading day following the Distribution Date, as quoted by Bloomberg Financial Services through its “Volume at Price” function, rounded to the nearest whole cent, multiplied by (ii) the arithmetic average of the number of shares of that Party’s common stock outstanding, on a fully diluted basis, on each of such twenty (20) trading days, rounded to two (2) decimal points.

“ Transaction Tax Contest ” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

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“ Transaction Taxes ” means all (i) Taxes imposed on Parent, Spinco or any of their respective Subsidiaries resulting from the failure of any step of the Internal Transactions, the Contribution or the Distribution to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Internal Transactions, the Contribution or the Distribution to qualify for its Intended Tax Treatment for which Parent, Spinco or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).

“ Transfer Taxes ” means any sales, use, stamp, duty or other transfer Taxes.

“ Treasury Regulations ” means the Treasury regulations promulgated under the Code.

“ Unqualified Tax Opinion ” has the meaning ascribed to such term in Section 4.05(c).

ARTICLE II

Allocation of Tax Liabilities and Benefits

SECTION 2.01. Indemnity by Parent. From and after the Distribution, Parent shall be liable for, and shall indemnify, save and hold harmless Spinco from, the following Taxes, whether incurred directly by Spinco or indirectly through a member of the Spinco Tax Group, without duplication:

(a) Ordinary Taxes allocated to Parent under Section 2.03;

(b) Transaction Taxes allocated to Parent under Section 2.04;

(c) Reorganization Taxes allocated to Parent under Section 2.05; and

(d) Transfer Taxes allocated to Parent under Section 2.06.

SECTION 2.02. Indemnity by Spinco. From and after the Distribution, Spinco shall be liable for, and shall indemnify, save and hold harmless Parent from, the following Taxes, whether incurred directly by Parent or indirectly through a member of the Parent Tax Group, without duplication:

(a) Ordinary Taxes allocated to Spinco under Section 2.03;

(b) Transaction Taxes allocated to Spinco under Section 2.04;

(c) Reorganization Taxes allocated to Spinco under Section 2.05; and

(d) Transfer Taxes allocated to Spinco under Section 2.06.

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SECTION 2.03. Allocation of Ordinary Taxes. (a) For any Pre-Distribution Period:

(i) Ordinary Taxes of Parent and its Subsidiaries that are attributable to the BPO Business shall be allocated to Spinco; and

(ii) all other Ordinary Taxes of Parent and its Subsidiaries shall be allocated to Parent.

The determination of whether Ordinary Taxes of Parent and its Subsidiaries are attributable to the Spinco Business shall be made according to the methodology set forth in Appendix C.

(b) For any Post-Distribution Period:

(i) Ordinary Taxes of Parent and its Subsidiaries shall be allocated to Parent; and

(ii) Ordinary Taxes of Spinco and its Subsidiaries shall be allocated to Spinco.

(c) In the case of any Straddle Period, Taxes shall be allocated between the Pre-Distribution Period and the Post-Distribution Period, in the case of: (i) real, personal and intangible property Taxes, on a daily pro rata basis; and (ii) other Taxes, as if the relevant taxable period ended as of the close of business on the Distribution Date. In the case of any such other Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or CFC, such Taxes shall be allocated between the Pre-Distribution Period and the Post-Distribution Period as if the taxable period of such partnership, other “flowthrough” entity or CFC ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

(d) Notwithstanding the foregoing, (i) to the extent Ordinary Taxes of Parent, Spinco or their respective Subsidiaries consist of interest, penalties or other additions to tax that result from any member of the Parent Tax Group’s action or omission in breach of Section 3.05 of this Agreement (except for an action or omission resulting from any member of the Spinco Tax Group’s action or omission in breach of Section 3.04 of this Agreement), such Ordinary Taxes shall be allocated to Parent to such extent and (ii) to the extent any such Ordinary Taxes consist of interest, penalties or other additions to tax that result from any member of the Spinco Tax Group’s action or omission in breach of Section 3.05 of this Agreement (except for an action or omission resulting from any member of the Parent Tax Group’s action or omission in breach of Section 3.04 of this Agreement), such Ordinary Taxes shall be allocated to Spinco to such extent.

SECTION 2.04. Allocation of Transaction Taxes. (a) Transaction Taxes shall be allocated to Spinco to the extent such Transaction Taxes result from:

(i) the failure to be true and correct of any Tax Opinion Representation made by Spinco;

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(ii) any action or omission by any member of the Spinco Tax Group in breach of any covenant or agreement contained in any Transaction Agreement;

(iii) any action by Spinco or any of its Affiliates described in Section 4.04, without regard to Section 4.05;

(iv) the direct or indirect acquisition after the Distribution by one or more Persons of stock in Spinco that results in Transaction Taxes as a result of the application of Section 355(a)(1)(B) or Section 355(e) of the Code; or

(v) any other action or omission by any member of the Spinco Tax Group that Spinco knows or reasonably should expect could give rise to Transaction Taxes.

(b) Transaction Taxes shall be allocated to Parent to the extent such Transaction Taxes result from:

(i) the failure to be true and correct of any Tax Opinion Representation made by Parent;

(ii) any action or omission by any member of the Parent Tax Group in breach of any covenant or agreement contained in any Transaction Agreement;

(iii) the direct or indirect acquisition after the Distribution by one or more Persons of stock in Parent that results in Transaction Taxes as a result of the application of Section 355(a)(1)(B) or Section 355(e) of the Code; or

(iv) any other action or omission by any member of the Parent Tax Group that Parent knows or reasonably should expect could give rise to Transaction Taxes.

(c) Notwithstanding clause (a) or (b) of this Section, if a Transaction Tax would be allocated under neither clause (a) nor (b) of this Section or would be allocated under both clauses (a) and (b) of this Section, the Transaction Tax shall be allocated between the Parties in accordance with each Party’s relative Transaction Tax Allocation Percentage.

(d) Notwithstanding any other provision of this Agreement, if the Contribution or Distribution fails to qualify (in whole or in part) for its Intended Tax Treatment and, as a result of such failure, either alone or together with the Protective Section 336(e) Election, Spinco or any member of the Spinco Tax Group realizes an increase in Tax basis (the “ Section 336(e) Tax Basis ”), Spinco shall make annual payments to Parent in an amount equal to the product of (i) the Tax Asset Value for the applicable taxable year multiplied by (ii) one hundred percent minus the percentage of the Transaction Taxes that resulted from such failure that Spinco paid (either to Parent or directly to the applicable Tax Authority).

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(i) For purposes of this Agreement, “ Tax Asset Value ” for a taxable year means the product of (A)(1) the total depreciation and amortization claimed on any member of the Spinco Tax Group’s U.S. Federal income Tax Return for such taxable year to the extent arising out of the Section 336(e) Tax Basis plus (2) any portion of the Section 336(e) Tax Basis that is taken into account in determining gain or loss in a taxable transaction and (B) the combined U.S. Federal and state income Tax rate used by Spinco for financial accounting purposes for such taxable year, as adjusted under Section 2.04(d)(ii).

(ii) If any deferred tax asset resulting from any depreciation or amortization described in Section 2.04(d)(i)(A)(1) claimed for the applicable tax year is properly reduced or offset by a valuation allowance in Spinco’s consolidated U.S. financial statements prepared in accordance with GAAP for such taxable year, the Tax Asset Value for such taxable year will be reduced, but not below zero, by the amount of such valuation allowance. If any valuation allowance previously taken into account in the determination of the Tax Asset Value under the previous sentence is released or reduced in Spinco’s consolidated U.S. financial statements prepared in accordance with GAAP for a taxable year, the Tax Asset Value for such taxable year will be increased by an amount equal to the amount of such release or reduction.

(iii) Any payment made pursuant to this paragraph (d) shall be made on or before the date on which Spinco files its U.S. Federal income Tax Return for the applicable taxable year.

(e) Notwithstanding any other provision of this Agreement, if Transaction Taxes are incurred other than as a result of the Contribution or the Distribution failing to qualify (in whole or in part) for its Intended Tax Treatment or Reorganization Taxes are incurred in excess of the amount allocated to Parent under the first sentence of Section 2.05 and, as a result of such Transaction Taxes or Reorganization Taxes, any member of the Parent Tax Group or the Spinco Tax Group actually realizes a Tax Benefit, then the Parties shall make appropriate payments to share the Tax Benefit in the same manner as the Taxes were allocated pursuant to this Agreement (provided that no Tax shall be considered to be allocated to a Party for purposes of computing a payment under this Section 2.04(e) to the extent such other Party owes but has not yet paid any amount in respect of such Tax).

SECTION 2.05. Allocation of Reorganization Taxes. Reorganization Taxes for the Foreign Reorganization shall be allocated to Parent up to an amount equal to the sum of (i) the sum of the amounts set forth for each step of the Foreign Reorganization on Appendix B and (ii) the Foreign Reorganization Threshold Amount. Any excess shall be allocated to Spinco to the extent such excess results from an action or omission by any member of the Spinco Tax Group in breach of Section 4.10 and otherwise shall be allocated between the Parties in accordance with each Party’s relative Transaction Tax Allocation Percentage.

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SECTION 2.06. Allocation of Transfer Taxes. (a) All Transfer Taxes incurred as a result of the Spin-Off for which any member of the Parent Tax Group is primarily or in the first instance responsible under applicable Law shall be allocated to Parent and all such Transfer Taxes for which any member of the Spinco Tax Group is primarily or in the first instance responsible under applicable Law shall be allocated to Spinco.

(b) Notwithstanding clause (a) of this Section, if a Transfer Tax would be allocated under clause (a) of this Section to neither Parent nor Spinco or to both Parent and Spinco, then 50% of such Transfer Tax shall be allocated to Parent and 50% of such Transfer Tax shall be allocated to Spinco.

SECTION 2.07. Refunds and Credits. Except to the extent provided in Appendix D, if Parent, Spinco or any of their respective Subsidiaries receives a refund of a Tax for which the other Party is liable (in whole or in part) under this Agreement (a “ Refund Recipient ”), such Refund Recipient shall pay to the other Party, within 30 days of receipt of such refund, an amount equal to the product of (i) such refund, net of any Taxes and reasonable out-of-pocket expenses incurred in connection with the receipt of such refund, multiplied by (ii) the percentage of such Tax for which the other Party is liable under this Agreement (reduced to the extent such other Party owes but has not yet paid any amount in respect of such Tax under this Agreement). If a Party would be a Refund Recipient but for the fact it elected to apply a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then for purposes of the immediately preceding sentence, such Party shall be treated as a Refund Recipient with respect to such refund, and shall be treated as receiving such refund on the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability. To the extent specified in Appendix C, the Parties shall make payments to each other in respect of certain Tax attributes.

SECTION 2.08. No Duplicative Payment. (a) Notwithstanding anything to the contrary in this Agreement, it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under the Transaction Agreements, and this Agreement will be construed accordingly.

(b) Spinco shall be treated as having paid Taxes for which it is liable under this Agreement to the extent any amounts in respect of such Taxes were either paid by any member of the Spinco Tax Group to Parent or to the applicable Tax Authority or were taken into account in determining the amount of any Intercompany Account settled as part of the Spin-Off, in each case as determined by Parent.

SECTION 2.09. Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax Benefit actually realized by the indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the indemnitee resulting from the receipt of the Indemnity

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Payment (including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause).

SECTION 2.10. Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest) shall be treated by Parent and Spinco for all Tax purposes as a distribution from Spinco to Parent immediately prior to the Distribution (if made by Spinco to Parent) or as a contribution from Parent to Spinco immediately prior to the Distribution (if made by Parent to Spinco), except as otherwise required by applicable Law or a Final Determination.

ARTICLE III

Preparation and Filing of Tax Returns, Payment of Taxes and Tax Contests

SECTION 3.01. Parent Responsibility for Preparing Tax Returns. Parent shall timely prepare, or cause to be prepared, all Tax Returns of the Parent Tax Group and the Spinco Tax Group for any taxable period beginning before the Distribution Date other than Tax Returns described in Section 3.02. If Spinco is responsible for filing any such Tax Return under Section 3.05(a), Parent shall, subject to Section 3.03, promptly deliver such prepared Tax Return to Spinco reasonably in advance of the applicable filing deadline.

SECTION 3.02. Spinco Responsibility for Preparing Tax Returns. Spinco shall timely prepare, or cause to be prepared, all Tax Returns for the Spinco Tax Group for any taxable period beginning before the Distribution Date if such Tax Returns are of a type that a member of the Spinco Tax Group has historically been responsible for preparing. If Parent is responsible for filing any such Tax Return under Section 3.05(a), Spinco shall, subject to Section 3.03, promptly deliver such prepared Tax Return to Parent reasonably in advance of the applicable filing deadline.

SECTION 3.03. Method of Preparing Tax Returns. Any Tax Return described in Section 3.01 or Section 3.02 shall be correct and complete in all material respects. To the extent that any such Tax Return directly relates to matters for which the other Party is reasonably expected to have an indemnification obligation to the Tax Return Preparer, or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (w) as necessary to reflect the Spin-Off, (x) as required by applicable Law or to correct any clear error, (y) as a result of changes or elections made on any Tax Return of a Parent Consolidated Group that do not relate primarily to Spinco or (z) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a commercially reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to the other Party’s potential indemnification obligation (or refund entitlement), any reasonable comments made by the other Party relating to the Tax Return Preparer’s compliance with clause (i).

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SECTION 3.04. Information Packages. Each Party (i) shall provide to the other Party (in the format reasonably determined by the other Party) all information and assistance requested by the other Party as reasonably necessary to prepare any Tax Return described in Section 3.01 or 3.02 on a timely basis consistent with the current practices of Parent and its Subsidiaries in preparing Tax Returns and (ii) in so providing such information and assistance, shall use any systems and third-party service providers as are consistent with the current practices of Parent and its Subsidiaries in preparing Tax Returns.

SECTION 3.05. Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file, or cause to be executed and timely filed, each Tax Return that it (or one of its Subsidiaries) is responsible for filing under applicable Law and shall timely pay, or cause to be paid, to the relevant Tax Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.05(a) shall not affect a Party’s right, if any, to receive payments under Section 3.05(b) or otherwise be indemnified with respect to the applicable Tax liability.

(b) In addition to its obligations under Section 3.03, the relevant Tax Return Preparer shall, no later than fifteen business days before the due date (including extensions) of any Tax Return described in Section 3.01 or 3.02, notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Tax Return Preparer under this Agreement. The other Party shall pay such amount to the Tax Return Preparer no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.05(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(c) Any notice provided pursuant to Section 3.05(b) shall include a written statement setting forth (i) the aggregate amount of Tax shown as due on the applicable Tax Return and (ii) back-up calculations showing the amount for which the other Party must indemnify the Tax Return Preparer under this Agreement. In the case where any portion of such amount represents income attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or CFC, the taxable period of which was a Straddle Period, such back-up calculations shall set forth the hypothetical “closing of the books” of such partnership, other “flowthrough” entity or CFC pursuant to Section 2.03(c).

(d) In the case of any Tax Return that is required to be prepared by one Party under this Agreement and that is required by Law to be filed by another Party (or by its authorized representative), the latter Party will not be required to file such Tax Return under this Agreement if there is no substantial authority for the Tax treatment of any material Tax items reported on the Tax Return.

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SECTION 3.06. Adjustment Requests (Including Amended Tax Returns). (a) Spinco will not file any Adjustment Request with respect to any Tax for which Parent has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax liability for which Parent would be responsible (and for which Parent may not seek indemnification under this Agreement) and Parent will not file any Adjustment Request with respect to any Tax for which Spinco has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax liability for which Spinco would be responsible (and for which Spinco may not seek indemnification under this Agreement), in each case without the consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Any Adjustment Request that the Parties consent to make under this Section 3.06 will be prepared by the Tax Return Preparer for the Tax Return to be adjusted.

(b) Spinco and its Affiliates will make any available elections to waive the right to carry back any Tax attributes of any member of the Spinco Tax Group from any Post-Distribution Period to any Pre-Distribution Period of such member and will not make any affirmative election to claim any such carryback.

SECTION 3.07. Tax Contests. (a) Parent or Spinco, as applicable, shall, within 30 days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation (or refund entitlement) under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.07(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(b) Parent and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01 or 3.02, as applicable. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation (or refund entitlement) under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

(c) Parent and Spinco shall have the right to control jointly the conduct and settlement of any Transaction Tax Contest. Notwithstanding the foregoing, Parent shall be entitled to control exclusively the conduct and settlement of any Transaction Tax Contest if Parent notifies Spinco that (notwithstanding the rights and obligations of the Parties under this Agreement) Parent agrees to pay (and indemnify Spinco against) any Transaction Taxes resulting from such Transaction Tax Contest.

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(d) In any case where the Parties control jointly the conduct and settlement of any Tax Contest (or portion or aspect thereof): (i) neither Party shall accept or enter into any settlement of such Tax Contest (or the relevant portion or aspect thereof) without the consent of the other Party (not to be unreasonably withheld, conditioned or delayed), (ii) both Parties shall have a right to review and consent (not to be unreasonably withheld, conditioned or delayed) to any correspondence or filings to be submitted to any Tax Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) and (iii) both Parties shall have the right to attend any formally scheduled meetings with any Tax Authority or hearings or proceedings before any judicial authority, in each case with respect to such Tax Contest (or the relevant portion or aspect thereof).

SECTION 3.08. Expenses and Applicability. (a) Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

(b) This Article III shall not apply before the Distribution.

ARTICLE IV

Tax Matters Relating to the Spin-Off

SECTION 4.01. Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, (i) is inconsistent with the qualification of any step of the Internal Transactions, the Contribution or the Distribution for its Intended Tax Treatment or (ii) would adversely affect the effectiveness or validity any Ruling that has been requested or received from the IRS.

SECTION 4.02. Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Cravath Tax Opinion to be issued, including by executing the Tax Opinion Representations requested by Cravath that are true and correct.

(b) Except as otherwise expressly required or permitted by the Transaction Agreements, after the Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations or the Intended Tax Treatment.

SECTION 4.03. Termination of Tax Sharing Agreements. Prior to the Distribution, the Parties shall terminate all Tax allocation or sharing agreements that are exclusively between one or more members of the Spinco Tax Group, on the one hand, and one or more members of the Parent Tax Group, on the other hand (other than this Agreement). Upon withdrawal, all rights and obligations under such agreements shall cease.

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SECTION 4.04. Restricted Actions. (a) Subject to Section 4.05, during the period that begins on the Distribution and ends on the second anniversary of the Distribution Date (the “ Restricted Period ”), Spinco will not (and will not cause or permit its Subsidiaries to), in any transaction or series of transactions:

(i) liquidate or partially liquidate Spinco or any other member of the Spinco Tax Group, whether by merger, consolidation, conversion or otherwise;

(ii) enter into or cause or permit any Proposed Acquisition Transaction;

(iii) redeem or otherwise repurchase (directly or indirectly) any Spinco Capital Stock, except to the extent such redemptions or repurchases meet the following requirements: (w) there is a good business purpose for the stock purchases, (x) the stock to be purchased is widely held, (y) the stock purchases will be made on the open market and (z) the aggregate amount of stock purchases will be less than 20% of the total value of the outstanding stock of Spinco (determined on the Distribution Date);

(iv) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the consolidated gross assets that Spinco and its Subsidiaries held immediately before the Distribution ( provided , however , that the foregoing shall not apply to (w) sales, transfers or dispositions of assets in the Ordinary Course of Business, (x) payments of cash to acquire assets from an unrelated Person in an arm’s length transaction, (y) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (z) any mandatory or optional repayments (or prepayments) of any indebtedness of Spinco or any of its Subsidiaries); or

(v) cause or permit Spinco and its Subsidiaries to cease to operate the Active Trade or Business in a manner substantially consistent with the operation of the Active Trade or Business immediately before the Distribution.

(b) (i) For purposes of this Agreement, “ Proposed Acquisition Transaction ” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, Spinco Capital Stock that, when combined with any other acquisitions of Spinco Capital Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 20% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in Spinco for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this

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purpose, any recapitalization, repurchase or redemption of Spinco Capital Stock and any amendment to the certificate of incorporation (or other organizational documents) of Spinco shall be treated as an indirect acquisition of Spinco Capital Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in Spinco for U.S. Federal income Tax purposes increases by vote or value.

(ii) Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (y) transfers on an established market of Spinco Capital Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of Spinco Capital Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations; provided , that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.04(b)(ii)(y) or (z) applies.

(c) If Spinco merges or consolidates with another Person to form a new Person, references in this Agreement to Spinco shall be to that new Person and Spinco Capital Stock shall refer to the capital stock or other relevant instruments or rights of that new Person.

(d) The provisions of this Section 4.04, including the definition of “Proposed Acquisition Transaction”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.04 and its interpretation.

SECTION 4.05. Consent To Take Certain Restricted Actions. (a) Spinco may (and may cause or permit its Subsidiaries to) take an action otherwise prohibited under Section 4.04(a) if, prior to taking such action, Parent provides consent. Parent may not withhold its consent if Spinco has provided it with Satisfactory Guidance.

(b) For purposes of this Agreement, “ Satisfactory Guidance ” means either a Ruling or an Unqualified Tax Opinion, at the election of Spinco, in either case satisfactory to Parent in both form and substance, including with respect to any underlying assumptions or representations and any legal analysis contained therein, and concluding that the proposed action will not cause any step of the Internal Transactions, the Contribution or the Distribution to fail to qualify for its Intended Tax Treatment for U.S. Federal income Tax purposes.

(c) For purposes of this Agreement, “ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor that permits reliance by Parent. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each step of the Internal Transactions, the Contribution and the Distribution would have qualified for its Intended Tax Treatment for U.S. Federal income Tax purposes if the action in question did not occur.

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SECTION 4.06. Procedures Regarding Opinions and Rulings. (a) If Spinco notifies Parent that it desires to take a restricted action described in Section 4.04(a) and seeks Satisfactory Guidance for purposes of Section 4.05, Parent, at the request of Spinco, shall use commercially reasonable efforts to expeditiously obtain, or assist Spinco in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, Parent shall not be required to take any action pursuant to this Section 4.06(a) if, upon request, Spinco fails to certify that all information and representations relating to Spinco or any Subsidiary of Spinco in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. Spinco shall reimburse Parent for all reasonable out-of-pocket costs and expenses incurred by Parent or any Subsidiary of Parent in obtaining Satisfactory Guidance within 30 days after receiving an invoice from Parent therefor.

(b) Parent shall have the right to obtain a Ruling, any other guidance from any Tax Authority or an opinion of Tax counsel or an accounting firm relating to the Spin-Off at any time in Parent’s sole discretion. Spinco, at the request of Parent, shall use commercially reasonable efforts to expeditiously obtain, or assist Parent in obtaining, any such Ruling, other guidance or opinion; provided , however , that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. Parent shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by Parent within 30 days after receiving an invoice from Spinco therefor.

(c) Parent shall have exclusive control over the process of obtaining any Ruling or other guidance from any Tax Authority concerning the Spin-Off, and Spinco shall not independently seek any Ruling or other guidance concerning the Spin-Off at any time. In connection with any Ruling requested by Spinco pursuant to Section 4.06(a) or that can reasonably be expected to affect Spinco’s liabilities under this Agreement, Parent shall (i) keep Spinco informed of all material actions taken or proposed to be taken by Parent, (ii) reasonably in advance of the submission of any ruling request provide Spinco with a draft thereof, consider Spinco’s comments on such draft and provide Spinco with a final copy thereof and (iii) provide Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit Spinco to attend, any formally scheduled meetings with the IRS that relate to such Ruling.

(d) Notwithstanding anything herein to the contrary, Spinco shall not seek a ruling with respect to a Pre-Distribution Period (whether or not relating to the Spin-Off) if Parent determines that there is a reasonable possibility that such action could have a material adverse impact on Parent or any Subsidiary of Parent.

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SECTION 4.07. Notification and Certification Regarding Certain Acquisition Transactions. (a) If Spinco proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the 30-month period following the Distribution Date, Spinco shall undertake in good faith to provide Parent, no later than 30 days following the signing of any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of Spinco Capital Stock to be acquired) and a brief explanation as to why Spinco believes that such transaction does not result in the application of Section 355(a)(1)(B) or 355(e) of the Code to the Spin-Off.

(b) For purposes of this Agreement, “ 10% Acquisition Transaction ” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 20%.

SECTION 4.08. Tax Reporting of the Spin-Off. The Tax Returns of Parent, Spinco and their respective Affiliates will report the Tax items relating to the Spin-Off consistent with the Intended Tax Treatment and this Agreement, unless otherwise required by applicable Law or a Final Determination.

SECTION 4.09. Actions after the Distribution on the Distribution Date. Spinco will not take any action on the Distribution Date after the Distribution that is outside the ordinary course of business of Spinco.

SECTION 4.10. Actions after the Distribution Date for Remainder of Calendar Year. (a) From and after the Distribution Date, Spinco and its Subsidiaries shall not, without the prior consent of Parent, engage in, enter into, undertake or cause or permit any Non-US Spinco Member to engage in, enter into, or undertake any of the following actions or series of actions having an effective date on or before January 1 of the calendar year immediately following the calendar year in which the Distribution Date occurs:

(i) A distribution, whether in the form of a dividend, return of capital or otherwise;

(ii) A redemption or other repurchase (directly or indirectly) of any shares of capital stock of any Non-US Spinco Member;

(iii) Any loan or series of loans that would reasonably be expected to result in an inclusion under Section 956 of the Code;

(iv) Any merger, consolidation, amalgamation, combination, demerger, liquidation, conversion or other corporate restructuring having similar effect;

(v) A sale of assets to any Subsidiary of Spinco or to any unrelated party;

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(vi) A sale of any shares of any Subsidiary of Spinco to any other Subsidiary of Spinco or to any unrelated party;

(vii) The filing of a U.S. Internal Revenue Service Form 8832 with respect to any Non-US Spinco Member or any other action that would reasonably be expected to change the U.S. entity classification of any Non-US Spinco Member; or

(viii) Any similar actions or transactions outside of the Ordinary Course of Business of any Non-US Spinco Member that would reasonably be expected to impact the earnings and profits as determined for U.S. Federal income Tax purposes of any Non-US Spinco Member.

(b) During the Restricted Period, no member of the Spinco Tax Group shall engage in, enter into, undertake or cause or permit any action or series of actions that it knows or reasonably would expect to result in the incurrence of Reorganization Taxes in excess of the amount of Reorganization Taxes allocated to Parent under the first sentence of Section 2.05.

SECTION 4.11. Protective Section 336(e) Election. Parent will make a valid protective election under Section 336(e) of the Code and Section 1.336-2(j) of the Regulations (and any similar provision of U.S. state or local Law) in connection with the Distribution. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a protective election under Section 336(e) of the Code as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. Spinco will cooperate with Parent to facilitate the making of such election.

ARTICLE V

Procedural Matters

SECTION 5.01. Cooperation. Each Party shall cooperate (and cause their respective Subsidiaries to cooperate) with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i) retaining until the expiration of the relevant statute of limitations (including extensions) records, documents, accounting data, computer data and other information (“ Records ”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or liability of either Party under this Agreement;

(ii) providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

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(iii) notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02. Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonable accuracy the amount of such payment. Except as otherwise provided in Section 3.05(b), the Indemnitee shall provide to the Indemnifying Party notice of such claim within 60 business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

(b) Except as otherwise provided in Section 3.05(b), the Indemnifying Party shall make the claimed payment to the Indemnitee within 60 days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(c) A failure by an Indemnitee to give notice as provided in Section 3.05(b) or 5.02(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d) Nothing in this Section 5.02 shall prejudice a Party’s right to receive payments pursuant to Section 3.05(b).

SECTION 5.03. Tax Disputes. Notwithstanding Section 6.02, this Section 5.03 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement, other than a dispute (i) relating to liability for Transaction Taxes or (ii) in which the amount of liability in dispute exceeds $5 million (a “ Tax Dispute ”). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 days (unless earlier resolved). Upon notice of either Party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Tax Dispute. The Parties shall instruct the Tax Advisor to furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by the Parties. If, having determined that a Tax Dispute must be referred to a Tax Advisor, after 45 days the Parties are unable to find a Tax Advisor willing to adjudicate the Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.03 shall cease to apply to that Tax Dispute.

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ARTICLE VI

Miscellaneous

SECTION 6.01. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

(b) This Agreement and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein. In the event of any inconsistency between this Agreement and the Separation Agreement or any other agreements relating to the Spin-Off, the provisions of this Agreement will control. For the avoidance of doubt, any Conduent Liability or Xerox Liability that is a contractual Liability relating to Taxes relating to, arising out of or resulting from any terminated, divested or discontinued business or operation of the BPO Business is governed by the Separation Agreement. Any non-contractual Tax Liability of Parent, Spinco or any of their respective Subsidiaries relating to, arising out of or resulting from any terminated, divested or discontinued business or operation of the BPO Business is governed by this Agreement.

SECTION 6.02. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

SECTION 6.03. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s Assets, or (b) the sale of all or substantially all of such Party’s Assets; provided , however , that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party.

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SECTION 6.04. Third-Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.05. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows::

If to Parent, to:

Xerox Corporation

P.O. Box 4505, 45 Glover Avenue

Norwalk, CT 06850

Attn: Assistant General Counsel

Facsimile: 203-849-5152

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Facsimile: 212-474-3700

If to Spinco, to:

Conduent Incorporated

233 Mount Airy Road, Suite 100

Basking Ridge, New Jersey

Attn: General Counsel

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Facsimile: 212-474-3700

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 6.06. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 6.07. Expenses. Regardless of whether the Spin-Off is consummated, except as otherwise expressly provided in the Transaction Agreements, each of the Parties will pay its own expenses incident to this Agreement.

SECTION 6.08. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 6.09. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 6.10. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this

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Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 6.11. Specific Performance. Subject to Section 6.16, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 6.12. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.13. Interpretation. The rules of interpretation set forth in Section 11.14 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis . NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH STEP OF THE INTERNAL TRANSACTIONS, THE CONTRIBUTION AND THE DISTRIBUTION QUALIFIES FOR ITS INTENDED TAX TREATMENT FOR U.S. FEDERAL INCOME TAX PURPOSES AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 6.14. Late Payments. Any amount owed by one Party to another Party under this Agreement that is not paid when due will bear interest at a rate of 2.0% per annum from the due date of the payment to the date paid.

SECTION 6.15. Further Assurances. The Parties will execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Party and its Subsidiaries and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of the other Party in accordance with Section 3.07.

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SECTION 6.16. Termination. This Agreement will be automatically terminated at any time before the Distribution if the Separation Agreement is terminated. In the event of the termination of this Agreement pursuant to this Section 6.16, this Agreement, except for the provisions of this Section 6.16, will become void and have no effect, without any liability on the part of any Party or its directors, officers or stockholders.

SECTION 6.17. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Section 7.09 of the Separation Agreement.

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

[ Signature Page to Tax Matters Agreement ]

Exhibit 10.3

EXECUTION COPY

EMPLOYEE MATTERS AGREEMENT

By and Between

XEROX CORPORATION

and

CONDUENT INCORPORATED

Dated as of December 30, 2016

TABLE OF CONTENTS

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ii

iii

iv

EMPLOYEE MATTERS AGREEMENT (this “ Agreement ”), dated as of December 30, 2016, by and between XEROX CORPORATION, a New York corporation (“ Xerox ”), and CONDUENT INCORPORATED, a New York corporation, and a wholly owned subsidiary of Xerox (“ Conduent ”, and together with Xerox, the “ Parties ”).

R E C I T A L S

WHEREAS the Parties are entering into the Separation and Distribution Agreement (the “ Separation Agreement ”) concurrently herewith, pursuant to which Xerox intends to distribute its entire interest in its wholly owned Subsidiary, Conduent, by way of a dividend of stock to be made to holders of shares of Xerox Common Stock; and

WHEREAS the Parties wish to set forth their agreements as to certain matters regarding employment, compensation, employee benefits and arrangements with non-employee service providers.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated.

“ Ancillary Agreements ” shall have the meaning set forth in the Separation Agreement.

“ APIP ” shall have the meaning set forth in Section 3.01 .

“ Applicable Exchange ” shall mean the New York Stock Exchange, or such other securities exchange as may, at the applicable time, be the principal market for the Xerox Common Stock or the Conduent Common Stock, as the case may be.

“ Asset ” shall have the meaning set forth in the Separation Agreement.

“ Benefit Plan ” shall mean any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, performance share,

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stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life insurance, death benefit, health, hospitalization, sick leave, vacation pay, workers’ compensation, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA).

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“ Collective Bargaining Agreement ” shall mean each collective bargaining, works council or other labor union contract or labor arrangement (including any national, sector or local collective bargaining agreement).

“ Conduent ” shall have the meaning set forth in the preamble.

“ Conduent 401(k) Plan ” shall have the meaning set forth in Section 7.01 .

“ Conduent Benefit Plan ” shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the Xerox Group, contributed to by any member of the Conduent Group.

“ Conduent Common Stock ” shall have the meaning set forth in the Separation Agreement.

“ Conduent DC Plan ” shall have the meaning set forth in Section 7.04 .

“ Conduent Employee ” shall mean (a) each individual employed by a member of the Conduent Group as of immediately prior to the Distribution, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, short-term disability or long-term disability) from which such employee is permitted to return to active employment in accordance with the Conduent Group’s personnel policies, as in effect from time to time, or applicable Law and (b) each individual who becomes an active employee of a member of the Conduent Group following the Distribution; provided that, except as otherwise expressly provided herein, “Conduent Employees” shall (i) include Delayed Transferred to Conduent Employees who transfer to or accept an offer of employment from a member of the Conduent Group as described in Section 2.02(b) and (ii) exclude Delayed Transferred to Xerox Employees who transfer to or accept an offer of employment from a member of the Xerox Group as described in Section 2.02(c) .

“ Conduent Equity Award Conversion Ratio ” shall mean the quotient obtained by dividing (a) the Xerox Pre-Distribution Stock Value by (b) the Conduent Post-Distribution Stock Value.

“ Conduent Group ” shall have the meaning set forth in the Separation Agreement.

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“ Conduent Health Savings Account ” shall mean each health savings account under a Conduent Benefit Plan that is a health savings account plan.

“ Conduent HSA Premium Contribution ” shall have the meaning set forth in Section 5.05 .

“ Conduent Indemnitees ” shall have the meaning set forth in the Separation Agreement.

“ Conduent Nonqualified Deferred Compensation Plan ” shall mean each nonqualified Conduent Benefit Plan that provides employees or non-employee directors an opportunity to defer compensation, excluding any Conduent DC Plan or Conduent Benefit Plan that provides defined benefit pension benefits.

“ Conduent Option ” shall have the meaning set forth in Section 9.02(a) .

“ Conduent RSU ” shall have the meaning set forth in Section 9.02(b) .

“ Conduent Post-Distribution Stock Value ” shall mean the volume weighted average price of Conduent Common Stock trading on the Applicable Exchange on the first Trading Day immediately following the Distribution Date, as reported by The Wall Street Journal or, if not reported therein, in another authoritative source selected by Xerox in its sole discretion.

“ Conduent Reimbursement Bonuses ” shall have the meaning set forth in Section 3.02(b) .

“ Conduent Savings Plan ” shall mean the Xerox Business Services Savings Plan, as amended from time to time.

“ Conduent Welfare Plan ” shall mean each Conduent Benefit Plan that is a Welfare Plan.

“ Conduent Workers’ Compensation Plan ” shall have the meaning set forth in Section 5.03 .

“ Consent ” shall have the meaning set forth in the Separation Agreement.

“ Delayed Transferred to Conduent Employee ” shall mean each individual who (a)(i) is not actively at work as of immediately prior to the Distribution due to a leave of absence as a result of a short-term or long-term disability from which such individual is permitted to return to active employment in accordance with the Xerox Group’s personnel policies, as in effect from time to time, or applicable Law, (ii) was employed primarily in the United States by a member of the Xerox Group as of immediately prior to the commencement of such leave and (iii) has been selected by Xerox prior to the date hereof, in its sole discretion in connection with the Spin-Off, to be

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transferred to a member of the Conduent Group upon such individual’s return to active employment, or (b) is actively at work as of immediately prior to the Distribution and has been selected by Xerox prior to the date hereof, in its sole discretion in connection with the Spin-Off, to be transferred to a member of the Conduent Group following the Distribution. Schedule 1.01(a) sets forth a list of each Delayed Transferred to Conduent Employee described in clause (a) of the preceding sentence, and Schedule 1.01(b) sets forth a list of each Delayed Transferred to Conduent Employee described in clause (b) of the preceding sentence, in each case as of the date hereof. Xerox shall update Schedules 1.01(a) and 1.01(b) as soon as reasonably practicable following the date hereof so that they are accurate as of immediately prior to the Distribution. In addition, the Parties may update Schedule 1.01(b) following the date hereof by mutual agreement in writing.

“ Delayed Transferred to Xerox Employees ” shall mean each individual who (a)(i) is not actively at work as of immediately prior to the Distribution due to a leave of absence as a result of a short-term or long-term disability from which such individual is permitted to return to active employment in accordance with the Conduent Group’s personnel policies, as in effect from time to time, or applicable Law, (ii) was employed primarily in the United States by a member of the Conduent Group as of immediately prior to the commencement of such leave and (iii) has been selected by Xerox prior to the date hereof, in its sole discretion in connection with the Spin-Off, to be transferred to a member of the Xerox Group upon such individual’s return to active employment, or (b) is actively at work as of immediately prior to the Distribution and has been selected by Xerox prior to the date hereof, in its sole discretion in connection with the Spin-Off, to be transferred to a member of the Xerox Group following the Distribution. Schedule 1.01(c) sets forth a list of each Delayed Transferred to Xerox Employee described in clause (a) of the preceding sentence, and Schedule 1.01(d) sets forth a list of each Delayed Transferred to Xerox Employee described in clause (b) of the preceding sentence, in each case as of the date hereof. Xerox shall update Schedules 1.01(c) and 1.01(d) as soon as reasonably practicable following the date hereof so that they are accurate as of immediately prior to the Distribution. In addition, the Parties may update Schedule 1.01(d) following the date hereof by mutual agreement in writing.

“ Distribution ” shall have the meaning set forth in the Separation Agreement.

“ Distribution Date ” shall have the meaning set forth in the Separation Agreement.

“ Employing Party ” shall have the meaning set forth in Section 10.03 .

“ Employment Taxes ” shall mean all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

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“ Final Determination ” shall have the meaning set forth in the TMA.

“ Former Conduent Employee ” shall mean each individual who is a former employee as of immediately prior to the Distribution and who was employed by a member of the Conduent Group as of immediately prior to his or her employment termination.

“ Former Xerox Employee ” shall mean each individual who is a former employee as of immediately prior to the Distribution and who was employed by a member of the Xerox Group as of immediately prior to his or her employment termination.

“ Governmental Authority ” shall have the meaning set forth in the Separation Agreement.

“ Individual Agreement ” shall mean any individual employment contract or other similar agreement that specifically pertains to any Conduent Employee, Former Conduent Employee, Xerox Employee or Former Xerox Employee.

“ Information ” shall have the meaning set forth in the Separation Agreement.

“ Law ” shall have the meaning set forth in the Separation Agreement.

“ Liabilities ” shall have the meaning set forth in the Separation Agreement. For the avoidance of doubt, for purposes of this Agreement, “Liabilities” shall include liabilities relating to employment litigation and the employer-paid portion of any employment and payroll taxes.

“ Non-U.S. Conduent Employee ” shall mean a Conduent Employee who works primarily outside of the United States.

“ RIGP ” shall have the meaning set forth in Section 6.01 .

“ Service Provider ” shall mean any Person providing services for another Person, whether as an independent contractor or other similar role (other than as an employee), including, for the avoidance of doubt, any non-employee member of the board of directors of Xerox.

“ Specified Performance Factor ” shall mean:

(a) In the case of Xerox Performance Shares relating to the performance period beginning January 1, 2015 and ending December 31, 2017, (i) with respect to two-thirds of the award, the actual level of achievement of all relevant performance goals through December 31, 2016, as determined by the board of directors of Xerox (or the appropriate committee thereof) as soon as reasonably practicable following December 31, 2016, and (ii) with respect to the remaining one-third of the award, the target level achievement of all relevant performance goals;

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(b) In the case of Xerox Performance Shares relating to the performance period beginning January 1, 2014 and ending December 31, 2016 or the performance period beginning January 1, 2016 and ending December 31, 2016, the actual level of achievement of all relevant performance goals through December 31, 2016, as determined by the board of directors of Xerox (or the appropriate committee thereof) as soon as reasonably practicable following December 31, 2016; and

(c) In the case of Xerox Performance Shares relating to the performance period beginning January 1, 2013 and ending December 31, 2015, the actual level of achievement of all relevant performance goals, as determined by the board of directors of Xerox (or the appropriate committee thereof) prior to the date hereof.

“ Spin-Off ” shall have the meaning set forth in the Separation Agreement.

“ Subsidiary ” shall have the meaning set forth in the Separation Agreement.

“ Tax Authority ” shall have the meaning set forth in the TMA.

“ Tax Benefit ” shall have the meaning set forth in the TMA.

“ Tax Rate ” shall have the meaning set forth in Section 10.03 .

“ Tax Return ” shall have the meaning set forth in the TMA.

“ Taxes ” shall have the meaning set forth in the TMA.

“ TMA ” shall have the meaning set forth in the Separation Agreement.

“ Trading Day ” shall mean the period of time during any given calendar day, commencing with the determination of the opening price on the Applicable Exchange and ending with the determination of the closing price on the Applicable Exchange.

“ Transfer Time ” shall mean, (i) with respect to each Transferred to Xerox Employee or Delayed Transferred to Xerox Employee, the time at which such individual commences employment with a member of the Xerox Group and (ii) with respect to each Transferred to Conduent Employee or Delayed Transferred to Conduent Employee, the time at which such individual commences employment with a member of the Conduent Group.

“ Transferred to Conduent Employee ” shall have the meaning set forth in Section 2.02(a) .

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“ Transferred to Xerox Employee ” shall have the meaning set forth in Section 2.02(a) .

“ TSA ” shall have the meaning set forth in the Separation Agreement.

“ UK DC Plan ” shall mean the UK pension scheme governed by the UK DC Plan Local Agreement.

“ UK DC Plan Local Agreement ” shall have the meaning set forth in Schedule 1.01(e) .

“ Welfare Plan ” shall mean each Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation, flexible spending accounts or other group welfare or fringe benefits.

“ Workers’ Compensation Event ” shall have the meaning set forth in Section 5.03 .

“ Xerox ” shall have the meaning set forth in the preamble.

“ Xerox 401(k) Plan ” shall have the meaning set forth in Section 7.02 .

“ Xerox Benefit Plan ” shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the Conduent Group, contributed to by any member of the Xerox Group.

“ Xerox Common Stock ” shall have the meaning set forth in the Separation Agreement.

“ Xerox DB Pension Plans ” shall have the meaning set forth in Section 6.01 .

“ Xerox DC Plan ” shall have the meaning set forth in Section 7.04(b) .

“ Xerox Employee ” shall mean (a) each individual employed by a member of the Xerox Group as of immediately prior to the Distribution, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, short-term disability or long-term disability) from which such employee is permitted to return to active employment in accordance with the Xerox Group’s personnel policies, as in effect from time to time, or applicable Law and (b) each individual who becomes an active employee of a member of the Xerox Group following the Distribution; provided that, except as otherwise set forth herein, “Xerox Employees” shall (i) include Delayed Transferred to Xerox Employees who transfer to or accept an offer of employment from a member of the Xerox Group as described in Section 2.02(c) and (ii) exclude Delayed Transferred to Conduent Employees who transfer to or accept an offer of employment from a member of the Conduent as described in Section 2.02(b) .

“ Xerox ESOP ” shall mean the Xerox Corporation Employee Stock Ownership Plan, as amended from time to time.

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“ Xerox Equity Awards ” shall mean Xerox Options, Xerox RSUs and Xerox Performance Shares.

“ Xerox Flexible Spending Account ” shall mean each Xerox Benefit Plan that is a flexible spending arrangement under a cafeteria plan qualifying under Section 125 of the Code.

“ Xerox Group ” shall have the meaning set forth in the Separation Agreement.

“ Xerox Health Savings Account ” shall mean each health savings account under a Xerox Benefit Plan that is a health savings account plan.

“ Xerox HSA Premium Contribution ” shall have the meaning set forth in Section 5.05 .

“ Xerox Indemnitee ” shall have the meaning set forth in the Separation Agreement.

“ Xerox Nonqualified Deferred Compensation Plan ” shall mean Xerox’s 2004 Equity Compensation Plan for Non-Employee Directors, Xerox’s Deferred Compensation Plan for Directors, Xerox’s Deferred Compensation Plan for Executives, each as amended and restated, and any other nonqualified Xerox Benefit Plan that provides employees or non-employee directors an opportunity to defer compensation, excluding any Xerox DB Pension Plan or Xerox DC Plan.

“ Xerox Option ” shall mean each award of an option to purchase shares of Xerox Common Stock, whether granted pursuant to an equity-based incentive compensation plan or otherwise.

“ Xerox Performance Shares ” shall mean each award of performance shares payable in whole or in part in shares of Xerox Common Stock, or the value of which is determined with reference to the value of shares of Xerox Common Stock, whether granted pursuant to an equity-based incentive compensation plan or otherwise.

“ Xerox Pre-Distribution Stock Value ” shall mean the closing per share price of Xerox Common Stock trading “regular way with due bills” on the Applicable Exchange on the Distribution Date, or, if such date is not a Trading Day, on the last Trading Day preceding the Distribution Date, as reported by The Wall Street Journal or, if not reported therein, in another authoritative source selected by Xerox in its sole discretion.

“ Xerox Reimbursement Bonuses ” shall have the meaning set forth in Section 3.02(a) .

“ Xerox RSU ” shall mean each award of restricted stock units payable in whole or in part in shares of Xerox Common Stock, or the value of which is determined with reference to the value of shares of Xerox Common Stock, whether granted pursuant to an equity-based incentive compensation plan or otherwise, but excluding any deferred stock units granted to non-employee directors under a Xerox Nonqualified Deferred Compensation Plan.

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“ Xerox Savings Plan ” shall mean the Xerox Corporation Savings Plan, as amended from time to time.

“ Xerox Supplemental Savings Plan ” shall mean the Xerox Corporation Supplemental Savings Plan, as amended from time to time.

“ Xerox UK Pension Plan ” shall mean the Xerox Benefit Plan that is a defined benefit pension plan maintained for the benefit of employees in the United Kingdom.

“ Xerox Welfare Plan ” shall mean each Xerox Benefit Plan that is a Welfare Plan.

“ Xerox Workers’ Compensation Plan ” shall have the meaning set forth in Section 5.03 .

ARTICLE II

General Principles

SECTION 2.01. Conduent Employees. All Conduent Employees as of immediately prior to the Distribution shall continue to be employees of the Conduent Group immediately following the Distribution.

SECTION 2.02. Transferred Employees. (a) Prior to the Distribution Date, the Parties shall, and shall cause their Subsidiaries to, use reasonable best efforts to (i) transfer or cause to be transferred (whether automatically pursuant to applicable Law or pursuant to an offer of employment) from a member of the Xerox Group to a member of the Conduent Group the employment of each individual who has been selected by Xerox prior to the date hereof, in its sole discretion in connection with the Spin-Off, to be so transferred (each such employee, a “ Transferred to Conduent Employee ”) and (ii) transfer or cause to be transferred (whether automatically pursuant to applicable Law or pursuant to an offer of employment) from a member of the Conduent Group to a member of the Xerox Group the employment of each individual who has been selected by Xerox prior to the date hereof, in its sole discretion in connection with the Spin-Off, to be so transferred (each such employee, a “ Transferred to Xerox Employee ”).

(b) Delayed Transferred to Conduent Employees. (i) Except as otherwise required by applicable Law, following the Distribution, the Parties shall, and shall cause their Subsidiaries to, use reasonable best efforts to transfer or cause to be transferred (whether automatically pursuant to applicable Law or

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pursuant to an offer of employment) from a member of the Xerox Group to a member of the Conduent Group the employment of each Delayed Transferred to Conduent Employee set forth on Schedule 1.01(a) who returns to active employment as permitted by, and in accordance with, the Xerox Group’s personnel policies, as in effect from time to time, or applicable Law, under terms and conditions of employment that are substantially similar in the aggregate to those provided to such individual as of immediately prior to such individual’s leave of absence and each Delayed Transferred to Conduent Employee set forth on Schedule 1.01(b) under terms and conditions of employment that are substantially similar in the aggregate to those provided to such individual as of immediately prior to such transfer.

(ii) Except as otherwise expressly provided in this Agreement or in the TSA, effective as of the date of the commencement of a Delayed Transferred to Conduent Employee’s employment with a member of the Conduent Group in accordance with this Section 2.02(b) , or such other time as may be agreed in writing by the Parties, the members of the Conduent Group shall assume all Liabilities outstanding as of the date of such transfer of the type or nature that would have been assumed or retained by such members of the Conduent Group had such Delayed Transferred to Conduent Employee been employed by a member of the Conduent Group as of the Distribution Date.

(c) Delayed Transferred to Xerox Employees. (i) Except as otherwise required by applicable Law, following the Distribution, the Parties shall, and shall cause their Subsidiaries to, use reasonable best efforts to transfer or cause to be transferred (whether automatically pursuant to applicable Law or pursuant to an offer of employment) from a member of the Conduent Group to a member of the Xerox Group the employment of each Delayed Transferred to Xerox Employee set forth on Schedule 1.01(c) who returns to active employment as permitted by, and in accordance with, the Conduent Group’s personnel policies, as in effect from time to time, or applicable Law, under terms and conditions of employment that are substantially similar in the aggregate to those provided to such individual as of immediately prior to such individual’s leave of absence and each Delayed Transferred to Xerox Employee set forth on Schedule 1.01(d) under terms and conditions of employment that are substantially similar in the aggregate to those provided to such individual as of immediately prior to such transfer.

(ii) Except as otherwise expressly provided in this Agreement or in the TSA, effective as of the date of the commencement of a Delayed Transferred to Xerox Employee’s employment with a member of the Xerox Group in accordance with this Section 2.02(c) or such other time as may be agreed in writing by the Parties, the members of the Xerox Group shall assume all Liabilities outstanding as of the date of such transfer of the type or nature that would have been assumed or retained by such members of the Xerox Group had such Delayed Transferred to Xerox Employee been employed by a member of the Xerox Group as of the Distribution Date.

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(d) Notwithstanding the foregoing, nothing in this Section 2.02 shall be interpreted as requiring either Party nor any member of their respective Groups to provide any Transferred to Conduent Employee, Delayed Transferred to Conduent Employee, Transferred to Xerox Employee or Delayed Transferred to Xerox Employee with any additional compensation or benefits or to pay any consideration or grant any concession in order to effectuate the transfers described herein.

SECTION 2.03. Collectively Bargained Employees. Conduent hereby assumes all Liabilities arising under each Collective Bargaining Agreement with respect to Non-U.S. Conduent Employees, and shall cause the appropriate member of the Conduent Group to, join any industrial, employer, national or similar association or federation to the extent necessary for such Collective Bargaining Agreement to continue to apply following the Distribution Date.

SECTION 2.04. Employee Liabilities Generally. Except as otherwise expressly provided in this Agreement, (a) the members of the Conduent Group hereby assume or retain, and shall be responsible for paying, performing, fulfilling and discharging in accordance with their respective terms, all actual or potential employee-related Liabilities relating to individuals who were or are employed by a member of the Conduent Group to the extent incurred with respect to periods during which such individuals were or are so employed by such member of the Conduent Group, whether arising prior to, on or following the Distribution (and regardless of whether such employees are or were employed by a member of the Xerox Group during other periods), and (b) the members of the Xerox Group hereby assume or retain, and shall be responsible for paying, performing, fulfilling and discharging in accordance with their respective terms, all actual or potential employee-related Liabilities relating to individuals who were or are employed by such member of the Xerox Group to the extent incurred with respect to periods during which such individuals were or are so employed by a member of the Xerox Group, whether arising prior to, on or following the Distribution (and regardless of whether such employees are or were employed by a member of the Conduent Group during other periods).

SECTION 2.05. Service Providers. Except as provided in Section 8.01 with respect to nonqualified deferred compensation benefits provided to non-employee members of the board of directors of Xerox or as otherwise expressly provided in this Agreement, the provisions of this Agreement shall not apply to Service Providers, and all actual or potential compensation and benefits-related Liabilities relating to services provided by Service Providers to any member of the Conduent Group or any member of the Xerox Group during any period, including (i) Liabilities relating to the misclassification of any Person as a Service Provider and not as an employee, (ii) Liabilities for Taxes (including any Employment Taxes) with respect to services provided by any Service Provider and (iii) any claims made by any Service Provider with respect to benefits under any Benefit Plan, shall be allocated among the members of the Conduent Group and the members of the Xerox Group in accordance with the cost center to which such Service Provider’s services are or were charged and/or the method of allocating the costs and expenses of such services as in effect as of the date hereof (or as of the date of the termination of such Service Provider’s services, if earlier).

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SECTION 2.06. Employee Benefits Generally. Except as otherwise expressly provided in this Agreement or in the TSA, effective as of no later than the Distribution Date, each Conduent Employee and each Former Conduent Employee (and each of their respective dependents and beneficiaries) shall cease active participation in the Xerox Benefit Plans, each member of the Conduent Group shall cease to be a participating employer in the Xerox Benefit Plans and the Conduent Employees shall commence participation or continue to participate in the Conduent Benefit Plans in accordance with their terms as in effect from time to time. Except as otherwise expressly provided in this Agreement or in the TSA, effective as of no later than the Distribution Date, each Xerox Employee and each Former Xerox Employee (and each of their respective dependents and beneficiaries) shall cease active participation in the Conduent Benefit Plans, each member of the Xerox Group shall cease to be a participating employer in the Conduent Benefit Plans and the Xerox Employees shall commence participation or continue to participate in the Xerox Benefit Plans in accordance with their terms as in effect from time to time. Except as otherwise expressly provided in this Agreement, (a) the members of the Conduent Group hereby assume or retain, and shall be responsible for paying, performing, fulfilling and discharging in accordance with their respective terms, all actual or potential Liabilities arising out of or relating to the Conduent Benefit Plans, including, for the avoidance of doubt, any such Liabilities relating to Xerox Employees or Former Xerox Employees, and (b) the members of the Xerox Group hereby assume or retain, and shall be responsible for paying, performing, fulfilling and discharging in accordance with their respective terms, all actual or potential Liabilities arising out of or relating to the Xerox Benefit Plans, including, for the avoidance of doubt, any such Liabilities relating to Conduent Employees and Former Conduent Employees.

SECTION 2.07. Payroll Services . Except as otherwise expressly provided in the TSA, following the Distribution, (a) the members of the Conduent Group shall be solely responsible for providing payroll services to the Conduent Employees and Former Conduent Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (b) the members of the Xerox Group shall be solely responsible for providing payroll services to the Xerox Employees and Former Xerox Employees and for any Liabilities with respect to garnishments of the salary and wages thereof, in each case including any payroll period already in progress as of immediately prior to the Distribution.

SECTION 2.08. Assumed Individual Agreements. (a) Effective as of the Distribution Date, each change of control, employment, severance or other Individual Agreement between a member of the Xerox Group, on the one hand, and a Conduent Employee or Former Conduent Employee, on the other hand, including those listed on Schedule 2.08 , shall be assigned by the applicable member of the Xerox Group to, and shall be assumed by, an appropriate member of the Conduent Group, with such modifications as the applicable member of the Conduent Group deems appropriate in its sole discretion, and thereafter Conduent shall, and shall cause its Subsidiaries to, honor all obligations thereunder in accordance with its terms, subject to the ability to amend, modify or terminate such Individual Agreement in accordance with its terms.

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(b) Effective as of the Distribution Date, each change of control, employment, severance or other Individual Agreement between a member of the Conduent Group, on the one hand, and a Xerox Employee or Former Xerox Employee, on the other hand, including those listed on Schedule 2.08 , shall be assigned by the applicable member of the Conduent Group to, and shall be assumed by, an appropriate member of the Xerox Group, and thereafter Xerox shall, and shall cause its Subsidiaries to, honor all obligations thereunder in accordance with its terms, subject to the ability to amend, modify or terminate such Individual Agreement in accordance with its terms.

(c) Each of the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together in an effort to obtain any necessary Consents in order to complete the assignment and assumption of Individual Agreements pursuant to this Section 2.08 and take all actions necessary to amend or modify any Individual Agreements to obtain such Consents; provided , however , that nothing in this Section 2.08 shall be interpreted as requiring either Party nor any member of their respective Groups to provide any individual with any additional compensation or benefits or otherwise adjust the terms of any such Individual Agreement or to pay any consideration or grant any concession in order to obtain any such Consent.

SECTION 2.09. No Change in Control. The Parties hereto agree that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement shall constitute a “change in control,” “change of control” or similar term within the meaning of any Xerox Benefit Plan or Conduent Benefit Plan.

SECTION 2.10. Non-Termination of Employment or Benefits. Except as otherwise required by applicable Law or the express terms of any Individual Agreement, neither this Agreement, the Separation Agreement nor any Ancillary Agreement shall be construed to create any right, or to accelerate any entitlement, to any compensation or benefit on the part of any Conduent Employee, Former Conduent Employee, Xerox Employee or Former Xerox Employee. Without limiting the generality of the foregoing, except as otherwise required by applicable Law or the express terms of any Conduent Benefit Plan, Xerox Benefit Plan or Individual Agreement, neither the Distribution, the transfers of employment contemplated by Section 2.02 nor the assignment and assumption of Individual Agreements contemplated by Section 2.08 shall cause any Conduent Employee or Xerox Employee to be deemed to have any entitlement to any severance payments or benefits or the commencement of any other benefits under any Conduent Benefit Plan, any Xerox Benefit Plan or any Individual Agreement; provided , however , that any Liabilities associated with any such transactions or such transfers shall be allocated to the entity that employed such individual as of immediately prior to the time such Liability is incurred.

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SECTION 2.11. No Right to Continued Employment. Nothing contained in this Agreement shall confer any right to continued employment on any Conduent Employee or Xerox Employee. Except as otherwise expressly provided in this Agreement, this Agreement shall not limit the ability of any member of the Conduent Group or any member of the Xerox Group to change the position, compensation or benefits of any of its employees for performance-related, business or any other reasons or require any such entity to continue the employment of any such employee for any period of time; provided , however , that, in the event of any such termination of employment or modification of the terms and conditions of employment, any associated Liabilities shall be allocated to the entity that employed such individual as of immediately prior to the time such Liability is incurred.

ARTICLE III

Annual Performance Incentive Plan; Incentive Awards

SECTION 3.01. Conduent Annual Incentives. Subject to the Parties’ reimbursement obligations described in Section 3.02 , the members of the Conduent Group shall be responsible for the payment of any annual bonus awards with respect to the Annual Performance Incentive Plan (the “ APIP ”) to Conduent Employees (including Transferred to Conduent Employees and Delayed Transferred to Conduent Employees who have transferred prior to the end of the fiscal year in which the Distribution occurs, without proration) and Former Conduent Employees, and the members of the Xerox Group shall be responsible for the payment of any annual bonus awards with respect to the APIP to Xerox Employees (including Transferred to Xerox Employees and Delayed Transferred to Xerox Employees who have transferred prior to the end of the fiscal year in which the Distribution occurs, without proration) and Former Xerox Employees, in each case with respect to the fiscal year in which the Distribution occurs and each fiscal year thereafter; provided that, (i) in the case of Transferred to Conduent Employees and Transferred to Xerox Employees, such payments shall be based on blended annual performance incentive plan factors, determined based on the relative portions of the applicable plan year in which each such individual was employed by a member of the Conduent Group and a member of the Xerox Group, respectively, (ii) in the case of Delayed Transferred to Conduent Employees and Delayed Transferred to Xerox Employees, annual bonus awards with respect to the APIP for the fiscal year in which the Distribution occurs (if any) shall be the responsibility of the entity that employed such individual as of immediately following the applicable Transfer Time, except as otherwise expressly provided in the TSA, and (iii) Xerox shall be permitted in its sole discretion to designate an alternative treatment of annual bonus awards with respect to the APIP for the fiscal year in which the Distribution occurs (and allocation of Liability with respect thereto) in the event the Distribution occurs following December 31, 2016.

SECTION 3.02. Annual Incentive Reimbursements. (a) As soon as reasonably practicable following the payment of one or more annual bonus awards with respect to the APIP by a member of the Conduent Group to any Transferred to Conduent Employees with respect to the fiscal year in which the Distribution occurs (collectively,

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the “ Xerox Reimbursement Bonuses ”), Conduent shall provide Xerox with one or more invoices, in each case denominated in U.S. dollars and including reasonable substantiating documentation, that set forth the aggregate Liabilities incurred by the members of the Conduent Group with respect to such payments (whether relating to periods prior to or following the applicable Transfer Time, without proration). Within 20 business days following the receipt by Xerox of each such invoice, Xerox shall pay Conduent an amount in cash equal to the aggregate amounts set forth thereon. In no event shall any member of the Xerox Group be required to reimburse any member of the Conduent Group under this Agreement for any costs for which the Conduent Group has otherwise been reimbursed or that are charged directly to the members of the Xerox Group in the ordinary course of business.

(b) As soon as reasonably practicable following the payment of one or more annual bonus awards with respect to the APIP by a member of the Xerox Group to any Transferred to Xerox Employees with respect to the fiscal year in which the Distribution occurs (the “ Conduent Reimbursement Bonuses ”), Xerox shall provide Conduent with one or more invoices, in each case denominated in U.S. dollars and including reasonable substantiating documentation, that set forth the aggregate Liabilities incurred by the members of the Xerox Group with respect to such payments (whether relating to periods prior to or following the applicable Transfer Time, without proration). Within 20 business days following the receipt by Conduent of each such invoice, Conduent shall pay Xerox an amount in cash equal to the aggregate amounts set forth thereon. In no event shall any member of the Conduent Group be required to reimburse any member of the Xerox Group under this Agreement for any costs for which the Xerox Group has otherwise been reimbursed or that are charged directly to the members of the Conduent Group in the ordinary course of business.

SECTION 3.03. Separation Incentive Awards. Effective as of immediately prior to the Distribution, the members of the Conduent Group shall assume and shall be solely responsible for all Liabilities with respect to any outstanding cash-based “separation incentive awards” held by Conduent Employees and Former Conduent Employees, and shall pay all such awards in accordance with and at the times provided for under the applicable award agreement, subject to the ability to amend, modify or terminate such agreements in accordance with their terms. In the case of Delayed Transferred to Conduent Employees, the members of the Conduent Group shall so assume any such outstanding awards as of the applicable Transfer Time.

SECTION 3.04. No Transfer of Assets Pertaining to Incentive Awards. Except as otherwise described in Section 3.02, nothing in this Agreement shall require any member of the Conduent Group to reimburse or transfer assets or reserves to any member of the Xerox Group with respect to the Conduent annual incentive bonuses or cash-based separation incentive awards, and nothing in this Agreement shall require any member of the Xerox Group to reimburse or transfer assets or reserves to any member of the Conduent Group with respect to the Xerox annual incentive bonuses or cash-based separation incentive awards.

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ARTICLE IV

Service Credit

SECTION 4.01. Xerox Benefit Plans. The members of the Xerox Group shall credit any service accrued by Xerox Employees with, or recognized for benefit plan purposes by, the members of the Conduent Group as of immediately prior to the applicable Transfer Time for all purposes, including eligibility, vesting, determining the amount of severance payments and benefits and determining the number of vacation days to which each such employee shall be entitled following the applicable Transfer Time, in each case to the same extent recognized by the relevant members of the Conduent Group or the corresponding Conduent Benefit Plan as of immediately prior to the applicable Transfer Time, except to the extent such credit would result in a duplication of benefits for the same period of service.

SECTION 4.02. Conduent Benefit Plans. The members of the Conduent Group shall credit any service accrued by Conduent Employees with, or otherwise recognized for benefit plan purposes by, the members of the Xerox Group as of immediately prior to the applicable Transfer Time for all purposes, including eligibility, vesting, determining the amount of severance payments and benefits and determining the number of vacation days to which each such employee shall be entitled following the applicable Transfer Time, in each case to the same extent recognized by the relevant members of the Xerox Group or the corresponding Xerox Benefit Plan as of immediately prior to the applicable Transfer Time, except to the extent such credit would result in a duplication of benefits for the same period of service. In addition, as of the applicable Transfer Time, the members of the Conduent Group shall provide a one-time credit of 240 hours of sick time to each Transferred to Conduent Employee and Delayed Transferred to Conduent Employee.

ARTICLE V

Certain Welfare Benefit Plan Matters

SECTION 5.01. Participation in Welfare Plans. (a) Conduent shall cause the Conduent Welfare Plans to (i) waive all limitations as to preexisting conditions, exclusions, service conditions and waiting period limitations and any evidence of insurability requirements applicable to any Transferred to Conduent Employees or Delayed Transferred to Conduent Employees, other than such limitations, exclusions, conditions and requirements that were in effect with respect to such individuals as of the applicable Transfer Time under the corresponding Xerox Welfare Plan, and (ii) honor any deductibles, out-of-pocket maximums and co-payments incurred by any Transferred to Conduent Employees or Delayed Transferred to Conduent Employees under the corresponding Xerox Welfare Plan for purposes of satisfying the applicable deductibles, out-of-pocket maximums or co-payments under the applicable Conduent Welfare Plan for the plan year in which the applicable Transfer Time occurs.

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(b) Xerox shall cause the Xerox Welfare Plans to (i) waive all limitations as to preexisting conditions, exclusions, service conditions and waiting period limitations and any evidence of insurability requirements applicable to any Transferred to Xerox Employees or Delayed Transferred to Xerox Employees, other than such limitations, exclusions, conditions and requirements that were in effect with respect to such individuals as of the applicable Transfer Time under the corresponding Conduent Welfare Plan, and (ii) honor any deductibles, out-of-pocket maximums and co-payments incurred by the Transferred to Xerox Employees or Delayed Transferred to Xerox Employees under the corresponding Conduent Welfare Plan for purposes of satisfying the applicable deductibles, out-of-pocket maximums or co-payments under the applicable Xerox Welfare Plan for the plan year in which the applicable Transfer Time occurs.

SECTION 5.02. Allocation of Welfare Benefit Claims . (a) Notwithstanding Section 2.06 , (i) the members of the Xerox Group shall retain Liability and responsibility under and in accordance with the Xerox Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by Transferred to Conduent Employees and Delayed Transferred to Conduent Employees (and their dependents and beneficiaries) prior to the applicable Transfer Time and (ii) the members of the Conduent Group shall retain Liability and responsibility under and in accordance with the Conduent Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by Transferred to Conduent Employees and Delayed Transferred to Conduent Employees (and their dependents and beneficiaries) on or following the applicable Transfer Time.

(b) Notwithstanding Section 2.06 , (i) the members of the Conduent Group shall retain Liability and responsibility under and in accordance with the Conduent Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by Transferred to Xerox Employees and Delayed Transferred to Xerox Employees (and their dependents and beneficiaries) prior to the applicable Transfer Time and (ii) the members of the Xerox Group shall retain Liability and responsibility under and in accordance with the Xerox Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by Transferred to Xerox Employees and Delayed Transferred to Xerox Employees (and their dependents and beneficiaries) on or following the applicable Transfer Time.

(c) For purposes of this Section 5.02 , a benefit claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (ii) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment or other event giving rise to such benefits.

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SECTION 5.03. Workers’ Compensation Claims. Notwithstanding Section 2.06 , (a) in the case of any workers’ compensation claim of any Transferred to Conduent Employee or Delayed Transferred to Conduent Employee who is coverable under a workers’ compensation plan of a member of the Xerox Group (a “ Xerox Workers’ Compensation Plan ”), such claim shall be covered under such Xerox Workers’ Compensation Plan if the event, injury or condition giving rise to such workers’ compensation claim (the applicable “ Workers’ Compensation Event ”) occurred or occurs prior to the applicable Transfer Time, and shall be covered under a workers’ compensation plan of a member of the Conduent Group (each, a “ Conduent Workers’ Compensation Plan ”) if the applicable Workers’ Compensation Event occurs on or after the applicable Transfer Time, and (b) in the case of any workers’ compensation claim of any Transferred to Xerox Employee or Delayed Transferred to Xerox Employee who is coverable under a Conduent Workers’ Compensation Plan, such claim shall be covered under such Conduent Workers’ Compensation Plan if the applicable Workers’ Compensation Event occurred prior to the applicable Transfer Time, and shall be covered under a Xerox Workers’ Compensation Plan if the applicable Workers’ Compensation Event occurs on or after the applicable Transfer Time. If the Workers’ Compensation Event occurs over a period both preceding and following the applicable Transfer Time, the claim shall be covered jointly under the Xerox Workers’ Compensation Plan and the Conduent Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the applicable Transfer Time.

SECTION 5.04. COBRA. (a) Notwithstanding Section 2.06(a) , in the event a Transferred to Conduent Employee or Delayed Transferred to Conduent Employee (i) was receiving, or was eligible to receive, continuation health coverage pursuant to COBRA prior to the applicable Transfer Time, the members of the Xerox Group and the Xerox Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of such coverage, and (ii) in the event a Transferred to Conduent Employee or Delayed Transferred to Conduent Employee becomes eligible to receive continuation health coverage pursuant to COBRA at or after the applicable Transfer Time, the members of the Conduent Group and the Conduent Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of such coverage. Conduent shall indemnify, defend and hold harmless the members of the Xerox Group from and against any and all Liabilities relating to, arising out of or resulting from such coverage under COBRA provided by the members of the Conduent Group, or the failure of the members of the Conduent Group to meet their coverage obligations under COBRA, to individuals (including Transferred to Xerox Employees and Delayed Transferred to Conduent Employees) who participated in a Conduent Welfare Plan at the time the applicable COBRA qualifying event occurred.

(b) Notwithstanding Section 2.06 , in the event that a Transferred to Xerox Employee or Delayed Transferred to Xerox Employee (i) was

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receiving, or was eligible to receive, continuation health coverage pursuant to COBRA prior to the applicable Transfer Time, the members of the Conduent Group and the Conduent Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of such coverage, and (ii) in the event a Transferred to Xerox Employee or Delayed Transferred to Xerox Employee becomes eligible to receive continuation health coverage pursuant to COBRA at or after the applicable Transfer Time, the members of the Xerox Group and the Xerox Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of such coverage. Xerox shall indemnify, defend and hold harmless the members of the Conduent Group from and against any and all Liabilities relating to, arising out of or resulting from such coverage under COBRA provided by the members of the Xerox Group, or the failure of the members of the Xerox group to meet their coverage obligations under COBRA, to individuals (including Transferred to Conduent Employees) who participated in a Xerox Welfare Plan at the time the applicable COBRA qualifying event occurred.

SECTION 5.05. Health Savings and Flexible Spending Accounts. Without limiting the generality of Sections 2.03 and 2.06 , Conduent shall use reasonable best efforts to cooperate in administering any Xerox Health Savings Accounts and Xerox Flexible Spending Accounts in connection with the Distribution in accordance with the terms of the applicable Xerox Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, providers, insurers and other third parties. As soon as reasonably practicable following the applicable Transfer Time, (i) a member of the Conduent Group shall make a one-time contribution to the Conduent Health Savings Account of each Transferred to Conduent Employee and Delayed Transferred to Conduent Employee in an amount equal to the excess, if any, of the following, so long as such excess exceeds $300.00, calculated on an individual-by-individual basis: (A) the employee’s annual cost of medical premiums (net of any credits for wellness assessment) under the applicable Conduent Welfare Plan for the 2017 plan year (or such later plan year in which the applicable Transfer Time occurs), over (B) the annual cost of medical premiums (net of any credits for wellness assessment) that the employee would have incurred under the applicable Xerox Welfare Plan for such plan year (such excess, if any, the “ Conduent HSA Premium Contribution ”), and (ii) a member of the Xerox Group shall make a one-time contribution to the Xerox Health Savings Account of each Transferred to Xerox Employee and Delayed Transferred to Xerox Employee in an amount equal to the excess, if any, of the following, so long as such excess exceeds $300.00, calculated on an individual-by-individual basis: (A) the employee’s annual cost of medical premiums (net of any credits for wellness assessment) under the applicable Xerox Welfare Plan for the 2017 plan year (or such later plan year in which the applicable Transfer Time occurs), over (B) the annual cost of medical premiums (net of any credits for wellness assessment) that the employee would have incurred under the applicable Conduent Welfare Plan for such plan year (such excess, if any, the “ Xerox HSA Premium Contribution ”), in the case of each of clauses (i) and (ii), as determined by Xerox in its sole discretion. For the avoidance of doubt, in the event the applicable excess amount described in the immediately preceding sentence exceeds $300.00, the entire amount shall be included in the applicable one-time contribution, and in the event the applicable excess amount described in the immediately preceding sentence is less than or equal to $300.00, a one-time contribution shall not be required under this Section 5.05 .

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SECTION 5.06. HSA Premium Contribution Reimbursements. (a) As soon as reasonably practicable following the contribution of one or more Conduent HSA Premium Contributions by a member of the Conduent Group, Conduent shall provide Xerox with one or more invoices, in each case denominated in U.S. dollars and including reasonable substantiating documentation, that set forth the aggregate Liabilities incurred by the members of the Conduent Group with respect to such contributions. Within 20 business days following the receipt by Xerox of each such invoice, Xerox shall pay Conduent an amount in cash equal to the aggregate amounts set forth thereon. In no event shall any member of the Xerox Group be required to reimburse any member of the Conduent Group under this Agreement for any costs for which the Conduent Group has otherwise been reimbursed or that are charged directly to the members of the Xerox Group in the ordinary course of business.

(b) As soon as reasonably practicable following the contribution of one or more Xerox HSA Premium Contributions by a member of the Xerox Group, Xerox shall provide Conduent with one or more invoices, in each case denominated in U.S. dollars and including reasonable substantiating documentation, that set forth the aggregate Liabilities incurred by the members of the Xerox Group with respect to such contributions. Within 20 business days following the receipt by Conduent of each such invoice, Conduent shall pay Xerox an amount in cash equal to the aggregate amounts set forth thereon. In no event shall any member of the Conduent Group be required to reimburse any member of the Xerox Group under this Agreement for any costs for which the Xerox Group has otherwise been reimbursed or that are charged directly to the members of the Conduent Group in the ordinary course of business.

SECTION 5.07. No Transfer of Assets Pertaining to Welfare Plans. Except as otherwise expressly provided in Section 5.06 , nothing in this Agreement shall require any member of the Xerox Group or any Xerox Welfare Plan to reimburse or transfer assets or reserves to any member of the Conduent Group or any Conduent Welfare Plan with respect to the Xerox Welfare Plans, and nothing in this Agreement shall require any member of the Conduent Group or any Conduent Welfare Plan to reimburse or transfer assets or reserves to any member of the Xerox Group or any Xerox Welfare Plan with respect to the Conduent Welfare Plans.

ARTICLE VI

Defined Benefit Pension Plans

SECTION 6.01. Xerox Defined Benefit Pension Plan. Without limiting the generality of Section 2.06 , following the Distribution, a member of the Xerox Group shall (a) retain sponsorship of the Xerox Corporation Retirement Income Guarantee Plan (the “ RIGP ”) and each other Xerox Benefit Plan that provides qualified or nonqualified

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defined benefit pension benefits (collectively with the RIGP, the “ Xerox DB Pension Plans ”), (b) except as otherwise expressly provided in Schedule 6.03 or Section 6.04 , retain all Assets and Liabilities arising out of or relating to the Xerox DB Pension Plans (including, for the avoidance of doubt, those relating to Conduent Employees, Former Conduent Employees, Transferred to Conduent Employees and Delayed Transferred to Conduent Employees, and regardless of when accrued, earned or vested) and (c) make payments thereunder in accordance with the terms of such plan and applicable Law; provided that unvested rights thereunder shall be treated in accordance with the terms of such plan and applicable Law. Except as otherwise expressly provided in Schedule 6.03 , the participants in such plans shall not accrue any benefits under such plans in respect of service with any member of the Conduent Group after the Distribution Date. Notwithstanding anything in Section 2.02 to the contrary, Conduent shall not have any obligation under this Agreement to establish a tax-qualified defined benefit pension plan after the Distribution.

SECTION 6.02. Bridge to Early Retirement. Xerox shall take all actions reasonably necessary to provide that, in the case of each Transferred to Conduent Employee or Delayed Transferred to Conduent Employee who as of immediately prior to the Distribution is within one year of attaining age 55 or 30 years of vesting service under the RIGP, Xerox and the RIGP shall recognize up to one year of age attained or service credit after the Distribution to the extent necessary to permit such individual to attain age 55 or 30 years of vesting service under the RIGP, as applicable, in each case subject to continued employment with a member of the Conduent Group following the Distribution through the date (within the one-year period following the Distribution) on which such years of vesting service or age is obtained, as applicable.

SECTION 6.03. Miscellaneous. The Parties agree to comply with the provisions of Schedule 6.03 .

SECTION 6.04. Xerox UK Pension Plan. From and after the Distribution, the members of the Xerox Group shall retain all Liabilities arising under or in connection with or relating to the Xerox UK Pension Plan; provided , however , that any debt arising under section 75 or 75A of the UK Pensions Act 1995 (or regulations promulgated thereunder) as a result of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement shall be allocated to a member of the Conduent Group.

SECTION 6.05. No Distributions . The Parties hereby agree that the Spin-Off will not trigger a payment or distribution of compensation under any Xerox DB Pension Plan or any Conduent Benefit Plan that provides nonqualified defined benefit pension benefits and, consequently, the payment or distribution of any compensation to which any individual is entitled under any such Benefit Plan shall occur upon such individual’s separation from service from the Conduent Group or the Xerox Group, as applicable, or at such other time as provided pursuant to the terms thereof.

SECTION 6.06. Tax Reporting. Except as otherwise expressly provided in Schedule 6.03 or Section 6.04 , Xerox and its Subsidiaries shall be solely responsible

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for all obligations relating to reporting of Taxes to the appropriate Tax Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Tax Authority in connection with payments under the Xerox DB Pension Plans.

SECTION 6.07. No Transfer of Assets Pertaining to Pension Plans. Except as otherwise expressly provided in Schedule 6.03 , nothing in this Agreement shall require any member of the Conduent Group to reimburse or transfer assets or reserves to any member of the Xerox Group or any pension plan maintained by a member of the Xerox Group with respect to any Conduent Benefit Plan that provides defined benefit pension benefits, and nothing in this Agreement shall require any member of the Xerox Group or any Xerox DB Pension Plan to reimburse or to transfer assets or reserves to any member of the Conduent Group or any Conduent Benefit Plan with respect to any Xerox DB Pension Plan.

ARTICLE VII

Defined Contribution Plans

SECTION 7.01. Conduent 401(k) Plan. Effective as of no later than the Distribution, Conduent shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (collectively, the “ Conduent 401(k) Plan ”) for the benefit of Conduent Employees.

SECTION 7.02. 401(k) Rollover. As soon as reasonably practicable following the applicable Transfer Time, (a) the members of the Xerox Group shall permit each Conduent Employee to elect to rollover his or her account balance or balances under the Xerox Savings Plan or such other defined contribution plan or plans maintained by the members of the Xerox Group that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (collectively, the “ Xerox 401(k) Plan ”), and the members of the Conduent Group shall cause the Conduent 401(k) Plan to accept such rollover (including earnings through the date of transfer and promissory notes evidencing all outstanding loans) and (b) the members of the Conduent Group shall permit each Xerox Employee to elect to rollover his or her account balance or balances under the Conduent 401(k) Plan, and the members of the Xerox Group shall cause the Xerox 401(k) Plan to accept such rollover (including earnings through the date of transfer and promissory notes evidencing all outstanding loans), in each case in accordance with applicable Law and the terms of the Conduent 401(k) Plan and the Xerox 401(k) Plan if such rollover is elected by such employee in accordance with applicable Law and the terms of such plans. Upon completion of a transfer of account balances as described in this Section 7.02 , the members of the Conduent Group and the Conduent 401(k) Plan shall be responsible for all Liabilities of the members of the Xerox Group under the Xerox 401(k) Plan with respect to any Conduent Employee whose account balance is so transferred (and his or her respective dependents and beneficiaries), and the members of the Xerox Group and the Xerox 401(k) Plan shall have no obligation to provide such participants (or any of their dependents or beneficiaries) with benefits under the Xerox

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401(k) Plan, and the members of the Xerox Group and the Xerox 401(k) Plan shall be responsible for all Liabilities of the members of the Conduent Group under the Conduent 401(k) Plan with respect to any Xerox Employee whose account balance is so transferred (and his or her respective dependents and beneficiaries), and the members of the Conduent Group and the Conduent 401(k) Plan shall have no obligation to provide such participants (or any of their dependents or beneficiaries) with benefits under the Conduent 401(k) Plan. Xerox and Conduent shall use reasonable best efforts to cooperate to effect such transfers, including by exchanging any necessary participant records and engaging recordkeepers, administrators and other third parties.

SECTION 7.03. Stock Considerations. To the extent that any participant in the Xerox 401(k) Plan, the Xerox ESOP or the Conduent 401(k) Plan, receives shares of Conduent Common Stock in connection with the Distribution with respect to shares of Xerox Common Stock held under the Xerox 401(k) Plan, the Xerox ESOP or the Conduent 401(k) Plan, such shares of Conduent Common Stock shall be deposited in the Xerox 401(k) Plan, the Xerox ESOP or the Conduent 401(k) Plan, as applicable, subject to such limitations (including the ability to dispose of such shares of Conduent Common Stock in accordance with the terms of the applicable Xerox 401(k) Plan, the Xerox ESOP or the Conduent 401(k) Plan, as applicable), or the removal of such fund, in each case, as determined by Xerox or the applicable fiduciary of the Xerox 401(k) Plan, the Xerox ESOP or the Conduent 401(k) Plan in its sole discretion. Following the Distribution, the participants in the Xerox 401(k) Plan and the Xerox ESOP shall not be permitted to acquire shares of Conduent Common Stock under the Xerox 401(k) Plan and the Xerox ESOP, other than shares of Conduent Common Stock acquired in connection with the Distribution as described in the immediately preceding sentence. Without limiting the generality of Section 7.09, Xerox and Conduent shall be solely responsible for ensuring that their respective 401(k) plans and employee stock ownership plans are maintained in compliance with applicable Law (including the fiduciary requirements under ERISA) with respect to holding shares of their respective common stock and common stock of the other Party.

SECTION 7.04. Defined Contribution Plans. (a) Without limiting the generality of Section 2.06 and except as otherwise expressly provided in Section 7.02 or in the UK DC Plan Local Agreement, from and after the Distribution, the members of the Conduent Group shall remain responsible for all Liabilities incurred under the defined contribution plans maintained by the members of the Conduent Group (collectively, the “ Conduent DC Plans ”), whether relating to Conduent Employees, Former Conduent Employees, Xerox Employees or Former Xerox Employees and regardless of when accrued, earned or vested, and shall be solely liable for all payments required to be made thereunder to such participants. Notwithstanding anything in Section 2.03 to the contrary, except as required to comply with Section 409A of the Code, the members of the Conduent Group shall not have any obligation to allow Conduent Employees, Former Conduent Employees, Delayed Transferred to Conduent Employees, Xerox Employees, Former Xerox Employees or Delayed Transferred to Xerox Employees to continue active participation in the Conduent DC Plans from and after the Distribution Date.

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(b) Without limiting the generality of Section 2.06 and except as otherwise expressly provided in Section 7.02 or Section 7.05(c) , the members of the Xerox Group shall remain responsible for all Liabilities incurred under the defined contribution plans maintained by the members of the Xerox Group (collectively, the “ Xerox DC Plans ”), whether relating to Conduent Employees, Former Conduent Employees, Xerox Employees or Former Xerox Employees and regardless of when accrued, earned or vested, and shall be solely liable for all payments required to be made thereunder to such participants. Notwithstanding Section 2.03 to the contrary, except as required to comply with Section 409A of the Code or as otherwise expressly provided in the UK DC Plan Local Agreement, the members of the Xerox Group shall not have any obligation to allow Xerox Employees, Former Xerox Employees, Delayed Transferred to Xerox Employees, Conduent Employees, Former Conduent Employees or Delayed Transferred to Conduent Employees to continue active participation in the Xerox DC Plans from and after the Distribution Date.

(c) Except as otherwise expressly provided in the UK DC Plan Local Agreement, the members of the Conduent Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Tax Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Tax Authority in connection with payments under the Conduent DC Plans, and the members of the Xerox Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Tax Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Tax Authority in connection with payments under the Xerox DC Plans.

SECTION 7.05. Employer Contributions. (a) The members of the Xerox Group shall remain responsible for making all required employer contributions to the accounts of Transferred to Conduent Employees and Delayed Transferred to Conduent Employees under the Xerox Savings Plan and the Xerox Supplemental Savings Plan with respect to periods prior to the applicable Transfer Time, including the pre-Transfer Time portion of the calendar quarter in which the applicable Transfer Time occurs.

(b) The members of the Conduent Group shall remain responsible for making all required employer contributions to the accounts of Transferred to Xerox Employees and Delayed Transferred to Xerox Employees under the Conduent Savings Plan with respect to periods prior to the applicable Transfer Time, including the pre-Transfer Time portion of the calendar quarter in which the applicable Transfer Time occurs.

(c) The members of the Conduent Group shall remain responsible for making all required employer contributions to the accounts of Conduent Employees under the UK DC Plan with respect to periods following the applicable Transfer Time, until such time as the members of the Conduent Group shall no longer be participating employers in the UK DC Plan.

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SECTION 7.06. Cooperation . Following the date of this Agreement, Xerox and Conduent shall use reasonable best efforts to cooperate in administering the Xerox DC Plans and the Conduent DC Plans for purposes of satisfying any obligations relating to the participation of any Conduent Employee or Former Conduent Employee under any Xerox DC Plan, or the participation of any Xerox Employee or Former Xerox Employee under any Conduent DC Plan, including in each case by exchanging any necessary participant records and engaging recordkeepers, administrators and other third parties.

SECTION 7.07. No Distributions. The Parties hereby agree that, except as otherwise expressly provided in Section 7.02 or in the UK DC Plan Local Agreement, the Spin-Off will not trigger a payment or distribution of compensation under the Conduent DC Plans or the Xerox DC Plans and, consequently, the payment or distribution of any compensation to which any individual is entitled under any Xerox DC Plan or Conduent DC Plan will occur upon such individual’s separation from service from the Conduent Group or the Xerox Group, as applicable, or at such other time as provided pursuant to the terms of such Xerox DC Plan or Conduent DC Plan.

SECTION 7.08. No Transfer of Assets Pertaining to Defined Contribution Plans. Except as otherwise expressly provided in the UK DC Plan Local Agreement, nothing in this Agreement shall require any member of the Conduent Group or any Conduent DC Plan to reimburse or to transfer assets or reserves to any member of the Xerox Group or any Xerox DC Plan with respect to any Conduent DC Plan, and nothing in this Agreement shall require any member of the Xerox Group or any Xerox DC Plan to reimburse or to transfer assets or reserves to any member of the Conduent Group or any Conduent DC Plan with respect to any Xerox DC Plan.

SECTION 7.09. Limitation of Liability. Except as otherwise expressly provided in the UK DC Plan Local Agreement, the members of the Xerox Group shall have no responsibility for any failure of the Conduent 401(k) Plan or any Conduent DC Plan to be administered in accordance with its terms and applicable Law, and the members of the Conduent Group shall have no responsibility for any failure of the Xerox 401(k) Plan or any Xerox DC Plan to be administered in accordance with its terms and applicable Law.

ARTICLE VIII

Nonqualified Deferred Compensation

SECTION 8.01. Xerox Nonqualified Deferred Compensation Plans. Without limiting the generality of Section 2.06 , from and after the Distribution, the members of the Xerox Group shall remain responsible for all Liabilities incurred under the Xerox Nonqualified Deferred Compensation Plans, whether related to Conduent Employees (including Transferred to Conduent Employees and Delayed Transferred to Conduent Employees), Former Conduent Employees, Xerox Employees or Former Xerox Employees or any non-employee member of the board of directors of Xerox (including, for the avoidance of doubt, any stock units granted to any non-employee member of the

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board of directors of Xerox) and regardless of when accrued, earned or vested, for the avoidance of doubt, and shall be solely liable for all payments required to be made thereunder to such participants. Notwithstanding Section 2.03 or anything in this Section 8.01 to the contrary, except as required to comply with Section 409A of the Code, the members of the Xerox Group shall not have any obligation to allow any participant, including any Xerox Employee, Former Xerox Employee or Delayed Transferred to Xerox Employee, to accrue additional benefits under the Xerox Nonqualified Deferred Compensation Plans from and after the Distribution Date.

SECTION 8.02. Conduent Nonqualified Deferred Compensation Plans. Without limiting the generality of Section 2.06 , from and after the Distribution, the members of the Conduent Group shall remain responsible for all Liabilities incurred under the Conduent Nonqualified Deferred Compensation Plan, whether related to Conduent Employees, Former Conduent Employees, Xerox Employees (including Transferred to Xerox Employees and Delayed Transferred to Xerox Employees) or Former Xerox Employees and regardless of when accrued, earned or vested, and shall be solely liable for all payments required to be made thereunder to such participants. Notwithstanding Section 2.03 or anything in this Section 8.02 to the contrary, except as required to comply with Section 409A of the Code, the members of the Conduent Group shall not have any obligation to allow any participant, including any Conduent Employee, Former Conduent Employee or Delayed Transferred to Conduent Employee, to accrue additional benefits under the Conduent Nonqualified Deferred Compensation Plans from and after the Distribution Date.

SECTION 8.03. Cooperation . Following the date of this Agreement, Xerox and Conduent shall use reasonable best efforts to cooperate in administering the Xerox Nonqualified Deferred Compensation Plans and the Conduent Nonqualified Deferred Compensation Plans for purposes of satisfying any obligations relating to the participation of any Conduent Employee or Former Conduent Employee under any Xerox Nonqualified Deferred Compensation Plans, or the participation of any Xerox Employee or Former Xerox Employee under any Conduent Nonqualified Deferred Compensation Plans, including in each case by exchanging any necessary participant records and engaging recordkeepers, administrators and other third parties.

SECTION 8.04. No Distributions . The Parties hereby agree that the Spin-Off will not trigger a payment or distribution of compensation under the Xerox Nonqualified Deferred Compensation Plans or any Conduent Nonqualified Deferred Compensation Plan and, consequently, the payment or distribution of any compensation to which any individual is entitled under the Xerox Nonqualified Deferred Compensation Plans or any Conduent Nonqualified Deferred Compensation Plan will occur upon such individual’s separation from service from the Conduent Group or the Xerox Group, as applicable, or at such other time as provided pursuant to the terms of the Xerox Nonqualified Deferred Compensation Plans or such Conduent Nonqualified Deferred Compensation Plan.

SECTION 8.05. No Transfer of Assets Pertaining to Nonqualified Deferred Compensation Plans. Nothing in this Agreement shall require any member of

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the Conduent Group or any Conduent Nonqualified Deferred Compensation Plan to reimburse or to transfer assets or reserves to any member of the Xerox Group or the Xerox Nonqualified Deferred Compensation Plans with respect to such Conduent Nonqualified Deferred Compensation Plan, and nothing in this Agreement shall require any member of the Xerox Group or the Xerox Nonqualified Deferred Compensation Plans to reimburse or to transfer assets or reserves to any member of the Conduent Group or any Conduent Nonqualified Deferred Compensation Plan with respect to the Xerox Nonqualified Deferred Compensation Plans.

SECTION 8.06. Limitation of Liability. The members of the Xerox Group shall have no responsibility for any failure of any Conduent Nonqualified Deferred Compensation Plan to be administered in accordance with its terms and applicable Law, and the members of the Conduent Group shall have no responsibility for any failure of the Xerox Nonqualified Deferred Compensation Plans to be administered in accordance with their terms and applicable Law.

ARTICLE IX

Xerox Equity Compensation Awards

SECTION 9.01. Adoption of the Conduent Equity Incentive Plan. Effective as of no later than immediately prior to the Distribution, Conduent shall establish or cause to be established one or more equity-based incentive compensation plans for purposes of awarding certain Conduent non-employee directors, officers and employees equity-based incentive compensation on the terms and conditions set forth therein.

SECTION 9.02. Treatment of Outstanding Awards. The Parties shall use reasonable best efforts to take all actions necessary or appropriate so that the Xerox Equity Awards held by Conduent Employees and Former Conduent Employees shall be treated as follows, in lieu of receipt of any shares of Conduent Common Stock with respect to such Xerox Equity Awards in connection with the Distribution; provided that the provisions of this Section 9.02 shall be effected in a manner that complies with applicable Law:

(a) Stock Options. Effective as of immediately prior to the Distribution, each Xerox Option held by a Conduent Employee or Former Conduent Employee that is outstanding and unexercised as of immediately prior to the Distribution, whether vested or unvested, shall be assumed by Conduent and converted entirely into an option to purchase shares of Conduent Common Stock (each, as so converted, a “ Conduent Option ”) and, except as otherwise expressly provided in this Section 9.02(a) , shall be subject to substantially similar terms and conditions after the Distribution as were applicable to such Xerox Option immediately prior to the Distribution; provided , however , that from and after the Distribution:

(i) the per share exercise price of each such Conduent Option shall be equal to the quotient obtained by dividing (1) the per share exercise price of the corresponding Xerox Option as of immediately prior to the Distribution by (2) the Conduent Equity Award Conversion Ratio, rounded up to the nearest whole cent; and

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(ii) the number of shares of Conduent Common Stock subject to each such Conduent Option shall be equal to the product obtained by multiplying (1) the number of shares of Xerox Common Stock subject to the corresponding Xerox Option as of immediately prior to the Distribution by (2) the Conduent Equity Award Conversion Ratio, with any fractional share rounded down to the nearest whole share.

The adjustments provided in this Section 9.02(a) with respect to Xerox Options are intended to be effected in a manner that is consistent with Sections 424(a) and 409A of the Code.

(b) Xerox RSUs. Effective as of immediately prior to the Distribution, each Xerox RSU held by a Conduent Employee or Former Conduent Employee that is outstanding as of immediately prior to the Distribution, whether vested or unvested, shall be assumed and converted entirely into a restricted stock unit relating to Conduent Common Stock (each, as so converted, a “ Conduent RSU ”) and, except as otherwise expressly provided in this Section 9.02(b) , shall be subject to substantially similar terms and conditions (including any terms and conditions relating to accrued cash dividends) after the Distribution as were applicable to such Xerox RSU immediately prior to the Distribution; provided , however , that from and after the Distribution the number of shares of Conduent Common Stock subject to each such Conduent RSU shall be equal to the product obtained by multiplying (i) the number of shares of Xerox Common Stock subject to the corresponding Xerox RSU as of immediately prior to the Distribution by (ii) the Conduent Equity Award Conversion Ratio, with any fractional share rounded to the nearest whole share.

(c) Xerox Performance Shares. Effective as of immediately prior to the Distribution, each Xerox Performance Share held by a Conduent Employee or Former Conduent Employee that is outstanding as of immediately prior to the Distribution, whether vested or unvested, shall be assumed and converted entirely into a Conduent RSU and, except as otherwise expressly provided in this Section 9.02(c) , shall be subject to the substantially similar terms and conditions (including any terms and conditions relating to accrued cash dividends) after the Distribution as were applicable to such Xerox Performance Share immediately prior to the Distribution; provided , however , that from and after the Distribution

(i) the number of shares of Conduent Common Stock subject to each such Conduent RSU shall be equal to the product obtained by multiplying (A) the

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number of shares subject to the corresponding Xerox Performance Share as of immediately prior to the Distribution, determined based on the applicable Specified Performance Factor, by (B) the Conduent Equity Award Conversion Ratio, with any fractional share rounded to the nearest whole share; and

(ii) such Conduent RSUs shall be subject to the same time-based vesting conditions as applicable to the corresponding Xerox Performance Shares as of immediately prior to the Distribution, but they shall not be subject to any performance-based vesting conditions (other than to the extent taken into account in calculating the applicable Specified Performance Factor).

SECTION 9.03. Employer Tax Obligations; Tax Deductions. Xerox and Conduent hereby acknowledge and agree that, notwithstanding any provision of this Article IX to the contrary, the members of the Conduent Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Tax Authority and withholding and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Tax Authority in connection with any Conduent Options and Conduent RSUs, and Xerox shall not have any responsibility or Liability with respect thereto. The rights and obligations of the Parties with respect to Tax deductions relating to the Equity Awards shall be governed by Section 10.03 .

SECTION 9.04. Compliance with Applicable Law. The Parties shall take such additional or alternative actions as are deemed necessary or advisable by Xerox in its sole discretion in order to effectuate the foregoing provisions of this Article IX in compliance with securities Laws and other legal requirements associated with equity compensation awards or in order to avoid adverse legal, accounting or tax consequences for the members of the Xerox Group, the members of the Conduent Group or any award holders.

SECTION 9.05. Equity Award Administration . Without limiting the generality of Section 10.01 , following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to share such information as is necessary to (a) administer equity awards pursuant to this Article IX , (b) provide any required information to holders of such equity awards and (c) timely make any governmental filings with respect thereto. Such information shall be made available to the other Party within 10 business days following such Party’s request for the applicable information; provided however , if such information (including the Specified Performance Factor) is needed for purposes of timely making any governmental filing, such information shall be provided no later than one business day prior to the deadline for making such filing.

ARTICLE X

Cooperation; Production of Witnesses; Compensation Deductions

SECTION 10.01. Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use reasonable best efforts

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to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement, including by exchanging any necessary participant records and engaging recordkeepers, providers, insurers and other third parties. Without limiting the generality of the preceding sentence, (a) Xerox and Conduent shall cooperate in connection with any audits of any Benefit Plan with respect to which such Party may have Information and (b) Xerox and Conduent shall cooperate in connection with any audits of their respective payroll services (whether by a Governmental Authority in the U.S. or otherwise) in connection with the services provided by one Party to the other Party. With respect to each Benefit Plan, the obligations of the members of the Xerox Group and the members of the Conduent Group to cooperate pursuant to this Section 10.01 or any other provision of this Agreement shall remain in effect until the later of (i) the date all audits of such Benefit Plan with respect to which a Party may have Information have been completed, (ii) the date the applicable statute of limitations with respect to such audits has expired and (iii) the date each Party discharges all obligations to the other Party’s employees and former employees and their respective beneficiaries and dependents under its Benefit Plans.

SECTION 10.02. Production of Witnesses; Records. Without limiting the foregoing, Section 7.07 of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis .

SECTION 10.03. Compensation Deductions. Any U.S. Federal, state and local income Tax deduction arising as a result of (i) the exercise, vesting or settlement of any Conduent Options or Conduent RSUs and (ii) the payment of annual bonuses pursuant to Section 3.01 shall, in each case, be claimed (if and when permitted by applicable Law) by the Party (or one of its Subsidiaries) that employs the individual with respect to whom such compensation deduction arises at the time that it arises or, if such individual is not then employed by any Party or a Subsidiary of a Party, by the Party that most recently employed such individual; provided that the Parties shall reasonably cooperate so that the Tax Benefit of any deductions claimed by a member of the Conduent Group shall be transferred to a member of the Xerox Group in the case of the Xerox Reimbursement Bonuses and Conduent HSA Premium Payments, and the Tax Benefit of any deductions claimed by a member of the Xerox Group shall be transferred to a member of the Conduent Group in the case of the Conduent Reimbursement Bonuses and Xerox HSA Premium Payments. If a deduction claimed by a Party (the “ Employing Party ”) pursuant to the preceding sentence is disallowed pursuant to a Final Determination and is not able to be claimed by the Employing Party in any other taxable period, the other Party (or one of its Subsidiaries) will amend its applicable Tax Return to claim such deduction to the extent it is more likely than not deductible by such other Party and such other Party shall pay to the Employing Party an amount equal to the Tax Benefit received by the other Party (or one of its Subsidiaries) as a result of such deduction (determined by multiplying the total amount of the deduction by such other Party’s tax rate used for financial accounting purposes for the applicable tax period (the “ Tax Rate ”)). To the extent the other Party’s deduction is subsequently disallowed pursuant to a Final Determination, the Employing Party shall pay to the other Party an amount equal to the lesser of (i) the amount previously paid by the other Party to the

30

Employing Party pursuant to this Section 10.03 and (ii) the amount of the deduction that was disallowed multiplied by the Tax Rate. Any amount required to be transferred by a Party in respect of any Tax Benefit pursuant to this Section 10.03 shall be reduced for any Taxes and reasonable out-of-pocket expenses incurred by such Party in connection with the receipt of such Tax Benefit.

ARTICLE XI

Termination

SECTION 11.01. Termination. This Agreement may be terminated by Xerox at any time, in its sole discretion, prior to the Distribution; provided , however , that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

SECTION 11.02. Effect of Termination. In the event of any termination of this Agreement prior to the Distribution, neither Party (nor any member of their Group or any of their respective directors or officers) shall have any Liability or further obligation to the other Party or any member of its Group under this Agreement.

ARTICLE XII

Indemnification

SECTION 12.01. Incorporation of Indemnification Provisions of Separation Agreement. In addition to the specific indemnification provisions in this Agreement, Sections 6.02 through 6.09 of the Separation Agreement are hereby incorporated into this Agreement mutatis mutandis .

ARTICLE XIII

Further Assurances and Additional Covenants

SECTION 13.01. Further Assurances. Article IX of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis .

ARTICLE XIV

Miscellaneous

SECTION 14.01. Data Privacy. The Parties agree that any applicable data privacy and data protection law obligations and any other obligations of the Conduent Group and the Xerox Group to maintain the confidentiality of any employee Information in accordance with applicable law shall govern the disclosure of employee Information among the Parties under this Agreement. Xerox and Conduent shall ensure that they each have in place appropriate technical and organizational security measures to

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protect the personal data of the Conduent Employees and Former Conduent Employees. Conduent shall be responsible for ensuring that it has in place appropriate technical and organizational security measures to protect the personal data of its Service Providers. Additionally, each Party shall sign such documentation as may be required to comply with applicable data privacy laws.

SECTION 14.02. Section 409A. Xerox and Conduent shall cooperate in good faith so that the transactions contemplated by this Agreement, the Separation Agreement or any of the Ancillary Agreements will not result in adverse tax consequences under Section 409A of the Code to any Conduent Employee, Former Conduent Employee, Xerox Employee or Former Xerox Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

SECTION 14.03. Confidentiality. Section 7.09 of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis .

SECTION 14.04. Counterparts; Entire Agreement; Corporate Power. Section 11.01 of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis .

SECTION 14.05. Governing Law; Jurisdiction. Section 11.02 of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis .

SECTION 14.06. Assignability. Section 11.03 of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis .

SECTION 14.07. No Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Xerox Indemnitee or Conduent Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties, (b) no current or former director, officer, employee or Service Provider of any member of the Xerox Group or any member of the Conduent Group or any other individual associated therewith (including any beneficiary or dependent thereof), or any trustee of any Benefit Plan of a Party or their respective Subsidiaries shall be regarded for any purpose as a third-party beneficiary of this Agreement and (c) no provision of this Agreement shall create such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Xerox Benefit Plan or any Conduent Benefit Plan. Furthermore, no provision of this Agreement shall constitute a limitation on the rights to amend, modify or terminate any Xerox Benefit Plan or any Conduent Benefit Plan and nothing herein shall be construed as an amendment to any such Benefit Plan. No provision of this Agreement shall require any member of the Xerox Group or any member of the Conduent Group to continue the employment of any employee or the services of any Service Provider of any member of either Group for any specific period of time following the Distribution.

SECTION 14.08. Employment Tax Reporting Responsibility. To the extent applicable, the Parties hereby agree to follow the standard procedure for U.S. Employment Tax withholding as provided in Section 4 of Rev. Proc. 2004-53, 2004-2 C.B. 320.

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SECTION 14.09. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Xerox, to:

Xerox Corporation

P.O. Box 4505, 45 Glover Avenue

Norwalk, CT 06850

Attn: General Counsel

Facsimile: 203-849-5152

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Facsimile: 212-474-3700

If to Conduent, to:

Conduent Incorporated

233 Mount Airy Road, Suite 100

Basking Ridge, New Jersey Attn: General Counsel

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn: Robert I. Townsend III

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            Eric L. Schiele

            O. Keith Hallam III

email: rtownsend@cravath.com

            eschiele@cravath.com

            khallam@cravath.com

Facsimile: 212-474-3700

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 14.10. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 14.11. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 14.12. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 14.13. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 14.14. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for

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any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 14.15. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 14.16. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof”, “herein”, “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive.

[ Remainder of Page Intentionally Left Blank ]

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SCHEDULE 2.08

[Certain Individual Agreements]

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives.

Exhibit 10.4

EXECUTION VERSION

INTELLECTUAL PROPERTY AGREEMENT

by and between

XEROX CORPORATION

and

CONDUENT INCORPORATED

Dated as of December 30, 2016

TABLE OF CONTENTS

i

ii

iii

THIS INTELLECTUAL PROPERTY AGREEMENT is dated as of December 30, 2016 (this “ Agreement ”), by and between XEROX CORPORATION, a New York corporation (“ Xerox ”), and CONDUENT INCORPORATED, a New York corporation (“ Conduent ”).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of Conduent and concurrently with the execution of this Agreement, Xerox and Conduent are entering into a Separation and Distribution Agreement (the “ Separation Agreement ”);

WHEREAS it is the intent of the Parties that Xerox assign, and cause the members of its Group to assign, certain intellectual property rights and certain technology to Conduent, and that Conduent grant a license back to Xerox in the assigned intellectual property rights, subject to the terms and conditions set forth in this Agreement; and

WHEREAS it is the intent of the Parties that Xerox license certain other intellectual property rights to Conduent and that Conduent license certain other intellectual property rights to Xerox.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“ 3POCM ” has the meaning set forth in Section 2.02(b).

“ Administrative IP Proceedings ” has the meaning set forth in Section 5.02.

“ Affiliate ” has the meaning ascribed thereto in the Separation Agreement.

“ BPO Business ” has the meaning ascribed thereto in the Separation Agreement.

“ BPO Business Technology ” means all Technology used in designing, developing, manufacturing, selling, providing or supporting products, services and offerings of the BPO Business as they exist as of immediately prior to the Distribution.

“ Common Infrastructure Copyrights ” means copyrightable subject matter embodied in works that relate to the common internal business operations of the Xerox Business and the BPO Business as of or prior to the Distribution Date, including

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software, corporate policies, operating procedures, manager toolkits and employee training materials. Common Infrastructure Copyrights do not include (a) Copyrights in Xerox Commercial Software or Conduent Commercial Software; (b) Copyrights in works that are used exclusively in or relate exclusively to Xerox Products; or (c) Copyrights in works that are used exclusively in or relate exclusively to Conduent Products.

“ Common Infrastructure Liabilities ” means any Liabilities of either Party or any member of either Party’s Group (a) to the extent relating to, arising out of or resulting from (1) any Common Infrastructure Copyrights or (2) any Common Infrastructure Trade Secrets, and (b) arising or accrued at or prior to the Distribution.

“ Common Infrastructure Rights ” means Common Infrastructure Copyrights and Common Infrastructure Trade Secrets;

“ Common Infrastructure Trade Secrets ” means Trade Secrets that relate to the common internal business operations of the Xerox Business and the BPO Business as of or prior to the Distribution Date. Common Infrastructure Trade Secrets do not include (a) trade secrets that are used in or relate to Xerox Commercial Software or Conduent Commercial Software (including source code); (b) Trade Secrets that are used exclusively in or relate exclusively to Xerox Products; or (c) Trade Secrets that are used exclusively in or relate exclusively to Conduent Products.

“ Conduent Commercial Software ” means software that, as of immediately prior to the Distribution, the BPO Business had (a) released to one or more third parties for commercial sale, licensing, distribution or (if applicable) beta testing, or (b) used to offer or provide a commercial service to one or more third parties, including software as a service and hosted solutions.

“ Conduent Common Infrastructure Liability Percentage ” means 50%.

“ Conduent Current Products ” means products, services or offerings actually sold or offered by the BPO Business for commercial sale as of immediately prior to the Distribution. Notwithstanding the foregoing, Conduent Current Products shall not include Managed Print Services.

“ Conduent Field ” means (a) Conduent Current Products, (b) Conduent Future Products which are either actually sold or publicly offered for sale by Conduent before January 1, 2020 or during a Development Extension, if granted by Xerox, (c) Conduent’s new products, services or offerings which are (i) developed from a Conduent R&D Project and (ii) either actually sold or publicly offered for sale before January 1, 2022 or during a Development Extension, if granted by Xerox, (d) Conduent Legacy Products, and (e) reasonable extensions of, or improvements on, all of the items described in clauses (a) through (d) of this definition.

“ Conduent Future Products ” means new products, services or offerings that (a) as of immediately prior to the Distribution, the BPO Business had a business plan to offer for commercial sale before January 1, 2020, and (b) are not reasonable extensions of, or improvements on, either Conduent Current Products or Conduent Legacy Products. Notwithstanding the foregoing, the Conduent Future Products shall not include Managed Print Services.

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“ Conduent Group ” has the meaning ascribed thereto in the Separation Agreement.

“ Conduent Indemnitees ” has the meaning ascribed thereto in the Separation Agreement.

“ Conduent Legacy Products ” means products, services or offerings that: (a) are not actually offered by the BPO Business for commercial sale as of immediately prior to the Distribution, (b) were at one time prior to the Distribution actually offered for commercial sale by the BPO Business, and (c) Conduent will support after the Distribution, including providing warranty support, replacement components, repair services, bug fixes or meeting contractual support obligations. Notwithstanding the foregoing, the Conduent Legacy Products shall not include Managed Print Services.

“ Conduent Patents ” means the Conduent Tier 1 Patents and the Conduent Tier 2 Patents.

“ Conduent Products ” means all products, services or offerings of the businesses in which Conduent or any member of its Group is or hereafter becomes engaged, by, without limitation, designing, making, using, distributing, selling, offering for sale, leasing, licensing, importing, exporting, supplying, disposing of or otherwise distributing, through multiple tiers of distribution, such products, services or offerings. The term Conduent Products includes the Technology embodied in or used to produce or deliver the products, services or offerings referred to in the preceding sentence as well as marketing and other collateral materials related thereto. Notwithstanding the foregoing, the Conduent Products shall not include Managed Print Services.

“ Conduent R&D Divisions ” means the Conduent research and development divisions listed or described on Schedule D.

“ Conduent R&D Projects ” means (a) the Specified R&D Projects and (b) research or development projects underway prior to the Distribution within the Conduent R&D Divisions that are not reasonable extensions of, or improvements on, Conduent Current Products or Conduent Legacy Products. Notwithstanding the foregoing, Conduent R&D Projects shall not include research and development projects related to Managed Print Services.

“ Conduent Restricted Patent ” means any Patent under which Conduent is restricted from granting a license to Xerox pursuant to an agreement with a third party.

“ Conduent Tier 1 Patents ” means (a) the Transferred Tier 1 Patents, (b) Patents with a First Effective Filing Date after the Distribution Date that embody an invention disclosed in any of the Transferred Tier 1 IDs and (c) every other Patent with a First Effective Filing Date prior to one year after the Distribution Date, that is owned or controlled by Conduent or any member of its Group as of or after the Distribution and

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that as of or after the Distribution Conduent or any member of its Group has the right under such Patent to grant licenses to Xerox of the scope granted by Conduent and the members of the Conduent Group to Xerox and the members of the Xerox Group in Article IV of this Agreement without the payment of royalties or other consideration to any third parties (excluding employees of Conduent and employees of members of its Group); provided , however , that no Patent shall be considered a Conduent Tier 1 Patent if it is a Conduent Restricted Patent.

“ Conduent Tier 2 Patents ” means (a) the Transferred Tier 2 Patents, and (b) Patents with a First Effective Filing Date after the Distribution Date that embody an invention disclosed in any of the Transferred Tier 2 IDs; provided , however , that no Patent shall be considered a Conduent Tier 2 Patent if it is a Conduent Tier 1 Patent or a Conduent Restricted Patent.

“ Consents ” has the meaning ascribed thereto in the Separation Agreement.

“ Copyrights ” means copyrights, copyright registrations and applications therefor, moral rights and all other rights corresponding to the foregoing.

“ Covenant Software ” has the meaning ascribed thereto in Schedule J to this Agreement.

“ Database Rights ” means statutory and common law rights in databases and data collections (including knowledge databases, customer lists and customer databases) arising under the laws of any jurisdiction, whether registered or unregistered, and any applications for registration therefor.

“ Development Extension ” means, with respect to a Party’s Future Product or a Party’s R&D Project, an extension of the date by which such Future Product or a product, service or offering developed from such R&D Project must actually be sold commercially or be offered publicly for commercial sale to be included in the definition of that Party’s Primary Field. To obtain a Development Extension, the requesting Party must make its request in writing prior to January 1, 2020 and must provide a detailed description of the proposed Future Product and the duration of the Development Extension requested. The Party receiving a Development Extension request must respond within 30 days of receiving the request. The receiving Party’s consent to the other Party’s request for a Development Extension shall not be unreasonably withheld or delayed. The receiving Party’s failure to timely respond to a Development Extension request made in accordance with this provision will be deemed approval of the request.

“ Distribution ” has the meaning ascribed thereto in the Separation Agreement.

“ Distribution Date ” has the meaning ascribed thereto in the Separation Agreement.

“ Divested Entity ” has the meaning set forth in Section 8.02.

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“ Docket Files ” means electronic and paper copies (including originals) of the following items to the extent they are in possession or control of Xerox or any member of its Group as of the Distribution Date with respect to each Transferred Patent: (a) assignment agreements from inventors to Xerox or any member of the Xerox Group or the Conduent Group, (b) declarations and powers of attorney relating to the prosecution of the Transferred Patents, (c) invention submissions, (d) correspondence with all patent offices together with a list, including contact information, of each counsel and agent responsible for the prosecution or maintenance of the Transferred Patents known to be in possession of Docket Files, and (e) the original ribbon copy issued by the United States Patent and Trademark Office, or, for foreign Patents, the original ribbon copy or certificate issued by the applicable Governmental Authority.

“ Excluded R&D Projects ” means the research and development projects listed or described on Schedule G.

“ Final Determination ” has the meaning ascribed thereto in the TMA.

“ First Effective Filing Date ” means the earliest effective filing date in the applicable country for any Patent or any Patent application. By way of example, it is understood that the First Effective Filing Date for a United States Patent is the earlier of (a) the actual filing date of the application which issued into the Patent or (b) the priority date under 35 U.S.C. §119 or §120 for such Patent.

“ Future Product ” means either a Xerox Future Product or a Conduent Future Product, as the context requires.

“ Governmental Approvals ” has the meaning ascribed thereto in the Separation Agreement.

“ Governmental Authority ” has the meaning ascribed thereto in the Separation Agreement.

“ Group ” has the meaning ascribed thereto in the Separation Agreement.

“ Improvement ” to any Intellectual Property Right or Technology means (a) with respect to Copyrights, any modifications, derivative works and translations of works of authorship in any medium, (b) with respect to Database Rights, any database that is created by extraction or use of another database and (c) with respect to Technology, any improvement or modification to the Trade Secrets that cover or are otherwise incorporated into such Technology.

“ Indemnitee ” has the meaning ascribed thereto in the Separation Agreement.

“ Intellectual Property Liabilities ” means all Liabilities relating to, arising out of or resulting from Intellectual Property Rights.

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“ Intellectual Property Rights ” or “ IPR ” means the rights associated with the following anywhere in the world: (a) Patents; (b) Trade Secrets; (c) Copyrights; (d) Internet Properties; (e) Database Rights; (f) Trademarks; and (g) any similar, corresponding or equivalent rights to any of the foregoing. Intellectual Property Rights specifically excludes contractual rights (including license grants from third parties) and also excludes the tangible embodiment of any of the foregoing in subsections (a) – (g).

“ Internet Properties ” means uniform resource locators and registered internet domain names (including social media handles and Internet user names).

“ ITU Applications ” has the meaning ascribed thereto in Section 2.01 of this Agreement.

“ Law ” has the meaning ascribed thereto in the Separation Agreement.

“ Liability ” has the meaning ascribed thereto in the Separation Agreement.

“ Licensed Conduent IPR ” means (a) the Conduent Patents and (b) all Intellectual Property Rights other than Patents and Trademarks (i) that are owned by Conduent or a member of its Group immediately following the Distribution or (ii) to the extent that Conduent or any member of its Group has the right immediately following the Distribution to grant licenses to Xerox of the scope granted by Conduent to Xerox in the corresponding sections of Article IV without the payment of royalties or other consideration to any third parties (excluding employees of Conduent and employees of the members of its Group); provided , however , that no Intellectual Property Right shall be considered Licensed Conduent IPR if Conduent is restricted from granting Xerox a license under any such Intellectual Property Right pursuant to an agreement with a third party.

“ Licensed Conduent Source Code ” means source code versions of Conduent software included in Licensed Conduent IPR.

“ Licensed Xerox IPR ” means (a) the Xerox Patents and (b) all Intellectual Property Rights other than Patents and Trademarks (i) that are owned by Xerox or a member of its Group immediately following the Distribution or (ii) to the extent that Xerox or any member of its Group has the right immediately following the Distribution to grant licenses to Conduent of the scope granted by Xerox to Conduent in the corresponding sections of Article III without the payment of royalties or other consideration to any third parties (excluding employees of Xerox and employees of the members of its Group); provided , however , that no Intellectual Property Right shall be considered Licensed Xerox IPR if Xerox is restricted from granting Conduent a license under any such Intellectual Property Right pursuant to an agreement with a third party.

“ Licensed Xerox Source Code ” means source code versions of Xerox software included in Licensed Xerox IPR.

“ Licensor ” has the meaning set forth in Section 5.08.

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“ Managed Print Services ” means a bundle of products or services offered directly or indirectly to a customer (or potential customer) primarily for the purpose of managing or optimizing the customer’s document output, which may include needs assessment; selective or general replacement of hardware; site optimization for performance, cost and service levels; management of devices (move, add, change, or dispose); management and delivery of supplies and consumables; provision of services, parts and supplies required to operate new or existing hardware; delivery of break or fix service; tracking and analysis of customer usage; and deployment of Xerox Service Management (XSM) tools including the XSM suite and related applications.

“ Notifying Party ” has the meaning set forth in Section 5.08.

“ Party ” means either party hereto, and “ Parties ” means both parties hereto.

“ Patents ” means patents, designs and utility models, and applications therefor (including any continuations, continuations-in-part, divisionals, reissues, renewals, extensions or modifications for any of the foregoing).

“ Person ” has the meaning ascribed thereto in the Separation Agreement.

“ R&D Project ” means either a Xerox R&D Project or a Conduent R&D Project, as the context requires.

“ Retained Copyrights ” means the Retained Tier 1 Copyrights and the Retained Tier 2 Copyrights.

“ Retained Tier 1 Copyrights ” means all Copyrights that are included in Licensed Xerox IPR (or would be included in Licensed Xerox IPR but for a restriction on licensing pursuant to an agreement with a third party) other than the Retained Tier 2 Copyrights, including Copyrights in or to (i) the software identified in Schedule C2 hereto under the heading “Retained Tier 1 Software”, and (ii) the projects (and associated research documentation) identified in Schedule C2 hereto under the heading “Retained Tier 1 Projects”. For the avoidance of doubt, Retained Tier 1 Copyrights do not include any Transferred Copyrights.

“ Retained Tier 1 IDs ” means every written invention disclosure submitted to the Xerox Intellectual Property Department on or before the Distribution Date other than the Transferred IDs and the Retained Tier 2 IDs.

“ Retained Tier 1 Patents ” means all Xerox Patents other than the Retained Tier 2 Patents.

“ Retained Tier 1 Trade Secrets ” means all Trade Secrets that are included in Licensed Xerox IPR (or would be included in Licensed Xerox IPR but for a restriction on licensing pursuant to an agreement with a third party) other than the Retained Tier 2 Trade Secrets, including Trade Secrets included in or embodied by (a) the Retained Tier 1 IDs; (b) the software identified in Schedule C2 hereto under the heading “Retained Tier 1 Software”, and (c) the projects (and associated research documentation) identified in Schedule C2 hereto under the heading “Retained Tier 1 Projects”. For the avoidance of doubt, Retained Tier 1 Trade Secrets do not include any Transferred Trade Secrets.

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“ Retained Tier 2 Copyrights ” means all Copyrights in or to: (a) the software identified in Schedule C2 hereto under the heading “Retained Tier 2 Software” and (b) the projects (and associated research documentation) identified in Schedule C2 hereto under the heading “Retained Tier 2 Projects”.

“ Retained Tier 2 IDs ” means the Xerox invention disclosures identified in Schedule C1 hereto.

“ Retained Tier 2 Patents ” means the Xerox Patents identified in Schedule C1 hereto.

“ Retained Tier 2 Trade Secrets ” means (a) the Retained Tier 2 IDs, and (b) the Trade Secrets included in or embodied by (i) the software identified in Schedule C2 hereto under the heading as “Retained Tier 2 Software” and (ii) the projects (and associated research code and documentation) identified in Schedule C2 hereto under the heading “Retained Tier 2 Projects”.

“ Retained Trade Secrets ” means the Retained Tier 1 Trade Secrets and the Retained Tier 2 Trade Secrets.

“ Security Interest ” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever.

“ Software Derivatives ” means a revision, reparation, adaptation, enhancement, modification, translation, localization, abridgment, condensation, expansion and any other form into which software may be transformed or ported.

“ Specified Purchase IDs ” means the invention disclosures identified in Schedule I hereto under the heading “Specified Purchase Patents and Specified Purchase IDs”.

“ Specified Purchase Patents ” means the Patents identified in Schedule I hereto under the heading “Specified Purchase Patents and Specified Purchase IDs”.

“ Specified Purchase Price ” has the meaning ascribed thereto in Schedule I to this Agreement.

“ Specified Purchase Projects ” means the projects (and associated research code and documentation) identified in Schedule I hereto under the heading “Specified Purchase Projects”.

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“ Specified R&D Projects ” means the research and development projects listed or described on Schedule E.

“ Spin-Off ” has the meaning ascribed thereto in the Separation Agreement.

“ Subsidiary ” has the meaning ascribed thereto in the Separation Agreement.

“ Technology ” means tangible embodiments, whether in electronic, written or other media, of copyrightable works, technology (including designs, design and manufacturing documentation, engineering drawings, such as bill of materials, build instructions and test reports), sales documentation (such as marketing materials, installation manuals, service manuals, user manuals) schematics, algorithms, routines, software, databases, laboratory notebooks, development and lab equipment, processes, prototypes and devices. Technology does not include Intellectual Property Rights, including any Intellectual Property Rights in any of the foregoing.

“ TLA ” means the Trademark License Agreement dated as of the date of this Agreement among Xerox, Xerox Overseas, Inc. and Conduent.

“ TMA ” means the Tax Matters Agreement dated as of the date of this Agreement by and between Xerox and Conduent.

“ Trade Secrets ” means information, including a formula, pattern, compilation, program, device, method, technique or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, and all other rights in or to confidential business or technical information. For the avoidance of doubt, confidential invention disclosures shall be considered Trade Secrets.

“ Trademarks ” means trademarks and service marks, including common law marks, trade names, business names, designs, logos and trade dress, whether registered or unregistered, and the goodwill appurtenant to each of the foregoing.

“ Transferred Copyrights ” means Copyrights in or to the BPO Business Technology, whether registered or unregistered, that are owned by Xerox or a member of its Group as of immediately prior to the Distribution and that are primarily used in the BPO Business, including the Copyrights in or to the software and projects (and associated research code and documentation) identified in Schedule B2. Notwithstanding the foregoing, Transferred Copyrights do not include (a) Copyrights in Xerox Commercial Software; (b) Copyrights in works that are used exclusively in or relate exclusively to Xerox Products; (c) the Common Infrastructure Copyrights; or (d) the Retained Copyrights.

“ Transferred Database Rights ” means Database Rights in and to the BPO Business Technology that are owned by Xerox or a member of its Group as of immediately prior to the Distribution and that are primarily used in the BPO Business. Notwithstanding the foregoing, the Transferred Database Rights shall not include any Retained Copyrights or Retained Trade Secrets.

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“ Transferred IDs ” means the Transferred Tier 1 IDs and the Transferred Tier 2 IDs.

“ Transferred Intellectual Property Liabilities ” means (a) all Liabilities relating to, arising out of or resulting from the Transferred Intellectual Property Rights and (b) the Conduent Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities.

“ Transferred Intellectual Property Rights ” means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Database Rights, (e) the Transferred Trade Secrets (including, for the avoidance of doubt, the Transferred IDs) and (f) the Transferred Trademarks.

“ Transferred Internet Properties ” means Internet Properties (a) identified in Schedule B3 or (b) primarily used by the BPO Business, in each case except for trademarks containing “Xerox,” or “XBS” or any transliteration or translation thereof; any version of the “Xerox and Design” logo; or the “Xerox Signature”.

“ Transferred Patents ” means the Transferred Tier 1 Patents and the Transferred Tier 2 Patents.

“ Transferred Tier 1 Copyrights ” means all Copyrights that are included in Licensed Conduent IPR (or would be included in Licensed Conduent IPR but for a restriction on licensing pursuant to an agreement with a third party) other than the Transferred Tier 2 Copyrights, including all Copyrights in or to: (a) the software identified in Schedule B2 hereto under the heading “Transferred Tier 1 Software” and (b) the projects (and associated research code and documentation) identified in Schedule B2 hereto under the heading “Transferred Tier 1 Projects”. For the avoidance of doubt, Copyrights in or to any application that incorporates or utilizes core tools that are included in Transferred Tier 1 Copyrights shall not be considered Transferred Tier 1 Copyrights unless , independent of such application’s associated core tools, (i) the Copyrights in the application itself would qualify as Transferred Tier 1 Copyrights under the immediately preceding sentence, or (ii) the application itself is primarily used by the BPO Business and is not identified in Schedule C2 hereto.

“ Transferred Tier 1 IDs ” means the invention disclosures identified in Schedule B1 hereto under the heading “Transferred Tier 1 Patents and Transferred Tier 1 IDs”.

“ Transferred Tier 1 Patents ” means the Patents identified in Schedule B1 hereto under the heading “Transferred Tier 1 Patents and Transferred Tier 1 IDs”.

“ Transferred Tier 1 Trade Secrets ” means, except for the Transferred Tier 2 Trade Secrets, all Trade Secrets that are included the Licensed Conduent IPR (or would

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be included in Licensed Conduent IPR but for a restriction on licensing pursuant to an agreement with a third party), including all Trade Secrets included in or embodied by: (a) the Transferred Tier 1 IDs; (b) the software identified in Schedule B2 hereto under the heading “Transferred Tier 1 Software” and (c) the research projects (and associated research code and documentation) identified in Schedule B2 hereto under the heading “Transferred Tier 1 Projects”. For the avoidance of doubt, Trade Secrets included in or embodied by any application that incorporates or utilizes core tools that are included in Transferred Tier 1 Trade Secrets shall not be considered Transferred Tier 1 Trade Secrets unless , independent of such application’s associated core tools, (i) the Trade Secrets in the application itself would qualify as Transferred Tier 1 Trade Secrets under the immediately preceding sentence, or (ii) the application itself is primarily used by the BPO Business and is not identified in Schedule C2 hereto.

“ Transferred Tier 2 Copyrights ” means all Copyrights in or to: (a) the software identified in Schedule B2 to this Agreement under the heading “Transferred Tier 2 Software” and (b) the projects (and associated research documentation) identified in Schedule B2 hereto under the heading “Transferred Tier 2 Projects”. For the avoidance of doubt, Copyrights in or to any application that incorporates or utilizes core tools that are included in Transferred Tier 2 Copyrights shall not be considered Transferred Tier 2 Copyrights unless , independent of such application’s associated core tools, (i) the Copyrights in the application itself would qualify as Transferred Tier 2 Copyrights under the immediately preceding sentence, or (ii) the application itself is primarily used by the BPO Business and is not identified in Schedule C2 hereto.

“ Transferred Tier 2 IDs ” means the invention disclosures identified in Schedule B1 hereto under the heading “Transferred Tier 2 Patents and Transferred Tier 2 IDs”.

“ Transferred Tier 2 Patents ” means the Patents identified in Schedule B1 hereto under the heading “Transferred Tier 2 Patents and Transferred Tier 2 IDs”.

“ Transferred Tier 2 Trade Secrets ” means the Trade Secrets included in or embodied by: (a) the Transferred Tier 2 IDs; (b) the software identified in Schedule B2 hereto under the heading “Transferred Tier 2 Software”; and (c) the projects (and associated research documentation) identified in Schedule B2 hereto under the heading “Transferred Tier 2 Projects”. For the avoidance of doubt, Trade Secrets included in or embodied by any application that incorporates or utilizes core tools that are included in Transferred Tier 2 Trade Secrets shall not be considered Transferred Tier 2 Trade Secrets unless , independent of such application’s associated core tools, (i) the Trade Secrets in the application itself would qualify as Transferred Tier 2 Trade Secrets under the immediately preceding sentence, or (ii) the application itself is primarily used by the BPO Business and is not identified in Schedule C2 hereto.

“ Transferred Trade Secrets ” means the Trade Secrets known to the Parties that are owned by Xerox or a member of its Group as of immediately prior to the Distribution and that are primarily used by the BPO Business, including the Transferred

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