Exhibit 2.1

Form of

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

HONEYWELL INTERNATIONAL INC.

and

RESIDEO TECHNOLOGIES, INC.

Dated as of [                ], 2018

TABLE OF CONTENTS

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Schedules:

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SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [                ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“ Honeywell ”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“ SpinCo ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article  I .

R E C I T A L S

WHEREAS the board of directors of Honeywell has determined that it is in the best interests of Honeywell and its shareholders to create a new publicly traded company that will operate the SpinCo Business;

WHEREAS in furtherance of the foregoing, the board of directors of Honeywell has determined that it is appropriate and desirable to effect the transactions constituting the Reorganization, to transfer certain assets and liabilities to SpinCo, a wholly owned Subsidiary of Honeywell, on the terms and subject to the conditions of this Agreement and subsequently to distribute Honeywell’s entire interest in SpinCo, by way of a dividend of stock to be made to holders of Honeywell Common Stock;

WHEREAS in furtherance of the foregoing, it is appropriate and desirable to effect the Spin-Off, as more fully described in this Agreement;

WHEREAS SpinCo has been incorporated solely for these purposes and has not engaged in activities except in preparation for the Spin-Off;

WHEREAS Honeywell and SpinCo have prepared, and SpinCo has filed with the Commission, the Form 10, which includes the Information Statement and sets forth appropriate disclosure concerning SpinCo and the Distribution;

WHEREAS Honeywell and SpinCo intend that certain steps of the Plan of Reorganization and the Distribution each qualify for its Intended Tax Treatment and for this Agreement to constitute a plan of reorganization within the meaning of Section 1.368-2(g) of the Treasury Regulations and a plan of liquidation within the meaning of Section 332 of the Code, as relevant; and

WHEREAS it is appropriate and desirable to set forth the principal corporate transactions required to effect the Spin-Off and certain other agreements that will govern certain matters relating to the Spin-Off and the relationship of Honeywell, SpinCo and their respective Subsidiaries following the Distribution.

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 the purposes of this Agreement, the following terms shall have the following meanings:

“ Action ” means any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal.

“ Adversarial Action ” means (i) an Action by a member of the Honeywell Group, on the one hand, against a member of the SpinCo Group, on the other hand, or (ii) an Action by a member of the SpinCo Group, on the one hand, against a member of the Honeywell Group, on the other hand.

“ Affiliate ” of any Person means a Person that controls, is controlled by or is under common control with such Person. As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by Contract or otherwise; provided , however , that (i) SpinCo and the other members of the SpinCo Group shall not be considered Affiliates of Honeywell or any of the other members of the Honeywell Group and (ii) Honeywell and the other members of the Honeywell Group shall not be considered Affiliates of SpinCo or any of the other members of the SpinCo Group.

“ Agent ” means the distribution agent appointed by Honeywell to distribute to the Record Holders, pursuant to the Distribution, the shares of SpinCo Common Stock held by Honeywell.

“ Agreement ” means this Separation and Distribution Agreement, including the Schedules hereto.

“ Ancillary Agreements ” means the Tax Matters Agreement, the Employee Matters Agreement, the Patent License Agreement, the Data Transfer Agreement, the Trademark License Agreement, the Intellectual Property License Agreement, the TSA, the Indemnification Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement.

“ Assets ” means all assets, properties and rights of every kind and nature (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(a)    all accounting and other books, records and files, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic recording or any other form;

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(b)    all apparatus, computers and other electronic data processing equipment, fixtures, machinery, furniture, office and other equipment, including hardware systems, circuits and other computer and telecommunication assets and equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c)    all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(d)    all interests in real property of whatever nature, including buildings, land, structures, improvements and fixtures thereon, and all easements and rights-of-way appurtenant thereto, and all leasehold interests, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e)    all interests in any capital stock or other equity interests of any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; all other investments in securities of any Person; and all rights as a partner, joint venturer or participant;

(f)    all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts and all rights arising thereunder;

(g)    all deposits, letters of credit, performance bonds and other surety bonds;

(h)    all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials and analyses prepared by consultants and other third parties;

(i)    all Intellectual Property Rights;

(j)    all Contracts pursuant to which any license, option or similar right relating to Intellectual Property Rights has been granted or the use of Intellectual Property Rights is materially restricted (excluding, for the avoidance of doubt, Contracts terminated pursuant to the terms of this Agreement or any Ancillary Agreement);

(k)    all websites, databases, content, text, graphics, images, audio, video, data and other copyrightable works or other works of authorship including all translations, adaptations, derivations and combinations thereof, in each case to the extent not included in clause (i) of this definition;

(l)    all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, subscriber, customer and vendor data, correspondence and lists, product literature and other advertising and promotional materials, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, server and traffic logs, quality records and reports and other books, records, studies, surveys, reports, plans, business records and documents, in each case to the extent not included in clause (i) of this definition;

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(m)    all prepaid expenses, trade accounts and other accounts and notes receivable (whether current or non-current);

(n)    all claims or rights against any Person arising from the ownership of any other Asset, all rights in connection with any bids or offers, all Actions, judgments or similar rights, all rights under express or implied warranties, all rights of recovery and all rights of setoff of any kind and demands of any nature, in each case whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise;

(o)    all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(p)    all licenses (including radio and similar licenses), permits, consents, approvals and authorizations that have been issued by any Governmental Authority and all pending applications therefor;

(q)    Cash, bank accounts, lock boxes and other deposit arrangements;

(r)    interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; and

(s)    all goodwill as a going concern and other intangible properties.

“ Cash ” means cash, cash equivalents, bank deposits and marketable securities, whether denominated in United States dollars or otherwise.

“ Cash Management Arrangements ” means all cash management arrangements pursuant to which Honeywell or its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of SpinCo or any member of the SpinCo Group.

“ Commission ” means the Securities and Exchange Commission.

“ Consents ” means any consents, waivers, authorizations, ratifications, permissions, exemptions, or approvals from, or notification requirements to, any Person other than a member of either Group.

“ Contract ” means any contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

“ Copyrights ” means copyrights, rights in works of authorship (including all translations, adaptations, derivations and combinations thereof), mask works, designs and database rights, including, in each case, any registrations and applications therefor.

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“ Credit Support Instruments ” has the meaning set forth in Section  4.01(a) .

“ Data Transfer Agreement ” means the Data Transfer Agreement dated as of the date of this Agreement by and between the Parties hereto.

“ Domain Names ” means Internet domain names, including top level domain names and global top level domain names, URLs, social media identifiers, handles and tags.

“ D&O Policies ” has the meaning set forth in Section  9.06 .

“ Debt Incurrence ” has the meaning set forth in Schedule I .

“ Determination ” has the meaning set forth in the Tax Matters Agreement.

“ Dispute ” has the meaning set forth in Section  12.02 .

“ Distribution ” means the distribution by Honeywell to the Record Holders, on a pro rata basis, of all of the outstanding shares of SpinCo Common Stock owned by Honeywell on the Distribution Date.

“ Distribution Date ” means the date, determined by Honeywell in accordance with Section  6.03 , on which the Distribution occurs.

“ Employee Matters Agreement ” means the Employee Matters Agreement dated as of the date of this Agreement by and between Honeywell and SpinCo.

“ Exchange ” means the New York Stock Exchange.

“ Exchange Ac t” means the Securities Exchange Act of 1934, together with the rules and regulations promulgated thereunder.

“ Expected Surviving Guarantees ” has the meaning set forth in Schedule XXV .

“ First Post-Distribution Repor t” has the meaning set forth in Section  12.11 .

“ Form 10 ” means the registration statement on Form 10 filed by SpinCo with the Commission to effect the registration of SpinCo Common Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

“ Former Business ” means any terminated, divested or discontinued businesses or properties of either the Honeywell Group, the SpinCo Group, any of their respective members or any of their respective predecessors, in each case, prior to the Distribution; provided, that any discontinued product or service shall not, alone, constitute a “Former Business”.

“ Governmental Approvals ” means any notices, reports or other filings to be given to or made with, or any Consents, registrations or permits to be obtained from, any Governmental Authority.

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“ Governmental Authority ” means any Federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority.

“ Group ” means either the Honeywell Group or the SpinCo Group, as the context requires.

“ Hazardous Materials ” means (i) any natural or artificial substance (whether solid, liquid, gas or other form of matter, noise, microorganism or electromagnetic field) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos-containing materials, perfluoroalkyl substances, urea formaldehyde foam insulation, carcinogens, endocrine disrupters, lead-based paint, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, greenhouse gases and ozone-depleting substances and (ii) any other chemical, material, substance or waste that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any HSE Law.

“ Honeywell ” has the meaning set forth in the preamble.

“ Honeywell Account ” means any bank or brokerage account owned by Honeywell or any other member of the Honeywell Group, including the Honeywell Accounts listed or described on Schedule XV .

“ Honeywell Assets ” means (a) all Assets of the Honeywell Group (other than Intellectual Property Rights), (b) the Honeywell Retained Assets, (c) any Assets held by a member of the SpinCo Group that are determined by Honeywell, in good faith, to be primarily related to or used primarily in connection with the business or operations of the Honeywell Business (unless otherwise expressly provided in connection with this Agreement), (d) all interests in the capital stock of, or other equity interests in, the members of the Honeywell Group (other than Honeywell), (e) the rights related to the Honeywell Portion of any Shared Contract and (f) the Honeywell IP. Notwithstanding the foregoing, the Honeywell Assets shall not include the SpinCo Assets.

“ Honeywell Business ” means the businesses and operations as currently or formerly conducted (including business and operations not yet commercialized) by Honeywell and its predecessors and its Subsidiaries other than the SpinCo Business.

“ Honeywell Common Stock ” means the common stock, $1.00 par value per share, of Honeywell.

“ Honeywell Credit Support Instruments ” has the meaning set forth in Section  4.01(a) .

“ Honeywell Disclosure Sections ” means all information set forth in or omitted from the Form 10 or Information Statement to the extent relating to (a) the Honeywell Group, (b) the Honeywell Liabilities, (c) the Honeywell Assets or (d) the substantive disclosure set forth in the Form 10 relating to Honeywell’s board of directors’ consideration of the Spin-Off, including the section entitled “Reasons for the Spin-Off.”

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“ Honeywell Group ” means Honeywell and each of its Subsidiaries, including any Person that becomes a Subsidiary of Honeywell as a result of transactions that occur following the Distribution in accordance with the Plan of Reorganization, but excluding any member of the SpinCo Group.

“ Honeywell HSE Liabilities ” means any HSE Liability, whether occurring or arising prior to, on or after the Distribution Date, to the extent (a) resulting from or otherwise relating to (i) any compliance or noncompliance with any HSE Law in connection with the operation of the Honeywell Business or any Honeywell Asset, (ii) any Release of any Hazardous Material at, on, under, from or to any real property constituting a Honeywell Asset (including any exposure to, or further Release to any other location of, such Hazardous Material), (iii) any Release, offsite transportation, storage, disposal, treatment or recycling (or arrangement for such activities) of Hazardous Material in connection with the operation of the Honeywell Business (including any exposure to, or further Release to any other location of, such Hazardous Material) or (iv) any alleged personal or property exposure to Hazardous Materials (including, without limitation, those contained in any products currently or formerly manufactured, sold, distributed or marketed) in connection with the operation of the Honeywell Business or any Honeywell Asset or (b) otherwise resulting from or relating to the Honeywell Business or Honeywell Asset.

“ Honeywell Indemnitees ” has the meaning set forth in Section  7.02 .

“ Honeywell IP ” means all Intellectual Property Rights owned by any member of the Honeywell Group or the SpinCo Group as of immediately prior to the Distribution, other than the SpinCo IP, including all rights to prosecute and perfect the foregoing through administrative prosecution, registration, recordation, or other proceeding, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse, or misappropriation.

“ Honeywell Liabilities ” means, without duplication, the following Liabilities:

(a)    all Liabilities of the Honeywell Group;

(b)    all Liabilities to the extent relating to, arising out of or resulting from:

(i)    the operation or conduct of the Honeywell Business as conducted at any time prior to the Distribution (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the Honeywell Business);

(ii)    the operation or conduct of the Honeywell Business or any other business conducted by Honeywell or any other member of the Honeywell Group at any time after the Distribution (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(iii)    the Honeywell Assets;

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(c)    the Honeywell Retained Liabilities;

(d)    all Honeywell HSE Liabilities;

(e)    any obligations related to the Honeywell Portion of any Shared Contract;

(f)    any Liabilities that are determined by Honeywell, in good faith prior to the Distribution, to be primarily related to the business or operations of the Honeywell Business (unless otherwise expressly provided in this Agreement); and

(g)    all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to the Honeywell Disclosure Sections.

Notwithstanding the foregoing, the Honeywell Liabilities shall not include the SpinCo Liabilities.

“ Honeywell Policy Pre-Separation Insurance Claim ” means any (a) claim made against the SpinCo Group or Honeywell Group and reported to the applicable insurer(s) prior to the Distribution Date in respect of an act or omission occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” insurance policy of the Honeywell Group in effect prior to the Distribution Date or any extended reporting period thereof or (b) Action (whether made prior to, on or following the Distribution Date) in respect of a Liability occurring prior to the Distribution Date under an “occurrence-based” insurance policy of any member of the Honeywell Group in effect prior to the Distribution Date.

“ Honeywell Portion ” has the meaning set forth in Section  2.05(a) .

“ Honeywell Retained Assets ” means the Assets to be retained by the Honeywell Group set forth on Schedule  II .

“ Honeywell Retained Liabilities ” means the Liabilities to be retained by the Honeywell Group set forth on Schedule  III .

“ HSE Law ” means any Law or Governmental Approvals, or any standard used by a Governmental Authority pursuant to any Law or Governmental Approvals, relating to (i) pollution, (ii) protection or restoration of the indoor or outdoor environment or natural resources, (iii) the transportation, treatment, storage or Release of, or exposure to, hazardous or toxic materials, (iv) the registration, manufacturing, sale, labeling or distribution of hazardous or toxic materials or products containing such materials (including the REACH Regulation and similar requirements), (v) process safety management or (vi) the protection of the public, worker health and safety or threatened or endangered species.

“ HSE Liabilities ” means all Liabilities relating to Hazardous Materials or relating to or arising under any applicable HSE Law or Governmental Approvals required or issued thereunder (including in either case any such Liability for corrective actions, removal, remediation or cleanup costs, investigation, monitoring or sampling obligations or costs, response

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costs, financial assurance obligations or costs, natural resources damages, medical and other costs related to personal injuries, property damage, costs, fines, penalties or other sanctions).

“ Indemnification Agreement ” means the Indemnification and Reimbursement Agreement dated as of [            ], 2018 by and among (i) New HAPI Inc., a corporation organized under the Laws of the State of Delaware and (ii) Honeywell and the guarantee in respect of such Indemnification and Reimbursement Agreement entered into by each such party and the guarantor parties listed therein.

“ Indemnifying Party ” has the meaning set forth in Section 7.04(a) .

“ Indemnitee ” has the meaning set forth in Section 7.04(a) .

“ Indemnity Payment ” has the meaning set forth in Section 7.04(a) .

“ Information ” means information, whether or not patentable, copyrightable or protectable as a trade secret, in written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including studies, reports, records, books, Contracts, instruments, surveys, analyses, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications (including those by or to attorneys (whether or not subject to the attorney-client privilege)), memos and other materials (including those prepared by attorneys or under their direction (whether or not constituting attorney work product)) and other technical, financial, employee or business information or data, documents, correspondence, materials and files, in each case excluding any Intellectual Property Rights therein.

“ Information Statement ” means the Information Statement sent to the holders of Honeywell Common Stock in connection with the Distribution, as such Information Statement may be amended from time to time.

“ Insurance Proceeds ” means those monies:

(a)    received by an insured (or its successor-in-interest) from an insurance carrier;

(b)    paid by an insurance carrier on behalf of the insured (or its successor-in-interest); or

(c)    received (including by way of setoff) from any third party in the nature of insurance, contribution or indemnification in respect of any Liability;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments), net of any costs or expenses incurred in the collection thereof and net of any Taxes resulting from the receipt thereof.

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“ Intellectual Property Rights ” means any and all intellectual property rights existing anywhere in the world, whether registered or unregistered, including such rights in and to any and all (a) Patents, invention disclosures and inventions, (b) Trademarks, (c) Copyrights, (d) Domain Names, (e) Software and (f) Trade Secrets.

“ Intended Tax Treatment ” has the meaning set forth in the Tax Matters Agreement.

“ Intellectual Property License Agreement ” means the Intellectual Property License Agreement dated as of the date of this Agreement by and between the Parties hereto.

“ Intercompany Accounts ” has the meaning set forth in Section  2.03(a) .

“ Intercompany Agreements ” has the meaning set forth in Section  2.03(a) .

“ Intercompany Leases ” means the real property leases by and between (i) a member of the Honeywell Group, as lessor, and a member of the SpinCo Group, as lessee, or (ii) a member of the SpinCo Group, as lessor, and a member of the Honeywell Group, as lessee, in each case, as set forth on Schedule  XVII under the caption “Leases.”

“ Intercompany Subleases ” means the real property subleases (i) by and between a member of the Honeywell Group, as sublessor, and a member of the SpinCo Group, as sublessee, and (ii) by and between a member of the SpinCo Group, as sublessor, and a member of the Honeywell Group, as sublessee (if any), in each case as set forth on Schedule  XVII under the caption “Subleases.”

“ Intercompany Real Estate Licenses ” means the real property licenses by and between a member of the Honeywell Group and a member of the SpinCo Group set forth on Schedule  XVII under the caption “Real Estate Licenses.”

“ IP Documentation ” means all Intellectual Property Rights prosecution files, registration certificates, litigation files, and related opinions of counsel and correspondence relating thereto.

“ Joint Actions ” has the meaning set forth in Section 7.10(c) .

“ Key Role ” has the meaning set forth in Section 10.02 .

“ Law ” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, Governmental Approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect and, in each case, as amended.

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“ Lease Assignments ” means the assignments of real property leases and subleases by and between a member of the Honeywell Group, as assignor, and a member of the SpinCo Group, as assignee, in each case as set forth on Schedule XVII under the caption “Lease Assignments”.

“ Liabilities ” means any and all claims, debts, demands, actions, causes of action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator of any kind, and those arising under any Contract, including those arising under this Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include attorneys’ fees, the costs and expenses of all assessments, judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence (including costs and expenses incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

“ Local Transfer Agreement ” means any agreement set forth on Schedule XXVII .

“ Mixed Action ” means (x) any Action identified on Schedule  XXI or (y) any other Action in respect of which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement that involves both Honeywell Assets or Honeywell Liabilities, on the one hand, and SpinCo Assets or SpinCo Liabilities, on the other hand.

“ Ongoing Relationship Agreements ” means the ADI Supply Agreement by and between Honeywell and Ademco Inc., the Products Supply Agreement by and between Honeywell and Ademco Inc., the Transition Manufacturing Agreement by and between Honeywell and Ademco Inc. and the Services Agreements, in each case, dated as of the date hereof, including all side letters or other agreements relating to each such agreement.

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

“ Patent License Agreement ” means the Patent Cross-License Agreement dated as of the date of this Agreement by and between the Parties hereto.

“ Patents ” means patents (including all reissues, divisionals, continuations, continuations-in-part, reexaminations, substitutions and extensions thereof), utility models, patent registrations and applications, including provisional applications and statutory invention registrations.

“ Person ” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

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“ Plan of Reorganization ” has the meaning set forth in Section 2.01(a) .

“ REACH Regulation ” means Regulation (EC) No. 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals, including any implementing legislation or regulations, in each case as may be amended.

“ Real Estate Separation Documents ” means the Intercompany Leases, the Intercompany Subleases, the Intercompany Real Estate Licenses and the Lease Assignments.

“ Record Date ” means the close of business on the date determined by the Honeywell board of directors as the record date for determining the shares of Honeywell Common Stock in respect of which shares of SpinCo Common Stock will be distributed pursuant to the Distribution.

“ Record Holders ” has the meaning set forth in Section 6.01(b) .

“ Release ” means any actual or threatened release, spill, emission, discharge, flow (whether through constructed or natural ditches, pipes, watercourses, overland flows or other means of conveyance), leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration into or through the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata); provided that, for the avoidance of doubt, mere vehicular transportation from an initial location to an offsite location, without more, shall not be deemed to constitute a Release from that initial location to the offsite location.

“ Reorganization ” means the transactions described in the Plan of Reorganization.

“ Representative ” has the meaning set forth in Section  8.09 .

“ Security Interes t” 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.

“ Separation ” means (a) the Reorganization and (b) any other transfers of Assets and assumptions of Liabilities, in each case, between a member of one Group and a member of the other Group, provided for in this Agreement or in any Ancillary Agreement.

“ Services Agreements ” means those agreements set forth on Schedule XXVIII.

“ Shared Contract ” means any Contract of any member of either Group with a third party that relates in any material respect to both the SpinCo Business and the Honeywell Business, including those set forth on Schedule  XIII .

“ Software ” means any and all (a) computer programs and applications, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) computerized databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, in each case, related to the items listed in the foregoing clause (a)  and (d) all documentation including user manuals and other training documentation related to any of the items listed in the foregoing clause (a) .

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“ Specified Liabilities ” means Claims (as defined in the Indemnification Agreement).

“ SpinCo ” has the meaning set forth in the preamble.

“ SpinCo Account ” means any bank and brokerage account owned by SpinCo or any other member of the SpinCo Group, including the SpinCo Accounts listed or described in Schedule XIV .

“ SpinCo Assets ” means, without duplication, the following Assets:

(a)    all Assets held by the SpinCo Group (other than Intellectual Property Rights);

(b)    all interests in the capital stock of, or other equity interests in, the members of the SpinCo Group (other than SpinCo) and all other equity, partnership, membership, joint venture and similar interests set forth on Schedule IV under the caption “Joint Ventures and Minority Investments”;

(c)    all Assets (other than Intellectual Property Rights) reflected on the SpinCo Business Balance Sheet, and all Assets (other than Intellectual Property Rights) acquired after the date of the SpinCo Business Balance Sheet that, had they been acquired on or before such date and owned as of such date, would have been reflected on the SpinCo Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any dispositions of such Assets subsequent to the date of the SpinCo Business Balance Sheet;

(d)    the Assets listed or described on Schedule V ;

(e)    the rights related to the SpinCo Portion of any Shared Contract;

(f)    the SpinCo Real Property;

(g)    the SpinCo IP and any IP Documentation related exclusively thereto;

(h)    all other Assets that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be assigned to or retained by, or allocated to, any member of the SpinCo Group; and

(i)    all Assets (other than Intellectual Property Rights or IP Documentation) held by a member of the Honeywell Group that are determined by Honeywell, in good faith prior to the Distribution, to be primarily related to or used or held for use primarily in connection with the business or operations of the SpinCo Business (unless otherwise expressly provided in connection with this Agreement).

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Notwithstanding the foregoing, the SpinCo Assets shall not include (i) any Honeywell Retained Assets or (ii) any Assets that are determined by Honeywell, in good faith prior to the Distribution, to arise primarily from the business or operations of the Honeywell Business (unless otherwise expressly provided in this Agreement).

“ SpinCo Business ” means the provision of products, solutions, and technologies that control residential energy efficiency, safety, and security, with a portfolio of connected devices and software, as well as wholesale distribution of security and low voltage products, in each case, as conducted by Honeywell and its Affiliates prior to the Distribution, including as described in the Information Statement; provided that the SpinCo Business shall not include any Former Business.

“ SpinCo Business Balance Shee t” means the balance sheet of the SpinCo Business, including the notes thereto, as of [            ], included in the Information Statement.

“ SpinCo Common Stock ” means the common stock, $0.001 par value per share, of SpinCo.

“ SpinCo Copyrights ” means (i) unregistered Copyrights that are owned by any member of the Honeywell Group or the SpinCo Group as of immediately prior to the Distribution and that are exclusively used in or related to the SpinCo Business and (ii) the registered or applied-for Copyrights identified on Schedule VI .

“ SpinCo Credit Support Instruments ” has the meaning set forth in Section  4.02(a) .

“ SpinCo Domain Names ” means the Domain Names listed on Schedule VII .

“ SpinCo Entities ” means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule  IV under the caption “Joint Ventures and Minority Investments.”

“ SpinCo Group ” means (a) SpinCo, (b) each Person that will be a Subsidiary of SpinCo immediately prior to the Distribution, including the entities set forth on Schedule  IV under the caption “Subsidiaries”, (c) each Person set forth on Schedule  IV under the caption “Other” and (d) each Person that becomes a Subsidiary of SpinCo after the Distribution, including in each case any Person that is merged or consolidated with or into SpinCo or any Subsidiary of SpinCo and any Person that becomes a Subsidiary of SpinCo as a result of transactions that occur following the Distribution in accordance with the Plan of Reorganization.

“ SpinCo HSE Liabilities ” means any HSE Liability, whether occurring or arising prior to, on or after the Distribution Date, (x) of the SpinCo Group or (y) to the extent (a) resulting from or otherwise relating to (i) any compliance or noncompliance with any HSE Law in connection with the operation of the SpinCo Business or any SpinCo Real Property, (ii) any Release, transportation, storage, disposal, treatment or recycling (or arrangement for such activities) of any Hazardous Material at, on, under, from or to any SpinCo Real Properties (regardless of the source, or location of the impact, of such Release), including any exposure to, or further Release to any other location of, such Hazardous Material, (iii) any Release, transportation, storage, disposal, treatment or recycling (or arrangement for such activities) of Hazardous Material at any third-party location in connection with the operation of the SpinCo Business (including any exposure to, or further Release to any other location of, such Hazardous Material), (iv) any exposure to Hazardous Materials (including those contained in any products manufactured, sold, distributed or marketed) in connection with the SpinCo Business or any SpinCo Asset, (v) compliance with the requirements of any real property transfer law associated with the Distribution or (vi) the transferred sites listed on Schedule XII or (b) otherwise resulting from or relating to the SpinCo Business or any SpinCo Asset; provided , that, for the avoidance of doubt, any HSE Liability that is a Specified Liability, regardless of whether or not such HSE Liability resulted from, related to or was in connection with the SpinCo Business shall not constitute a SpinCo HSE Liability.

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“ SpinCo IDs ” means the invention disclosures listed or described on Schedule VIII .

“ SpinCo Indemnitees ” has the meaning set forth in Section 7.03 .

“ SpinCo IP ” means (a) the SpinCo Patents, (b) the SpinCo Copyrights, (c) the SpinCo Domain Names, (d) the SpinCo Trade Secrets, (e) the SpinCo Trademarks, (f) the SpinCo IDs, (g) all other Intellectual Property Rights (other than Patents) owned by any member of the Honeywell Group or the SpinCo Group as of immediately prior to the Distribution that are exclusively used in or related to the SpinCo Business and (h) including in each case of the foregoing (a)-(g), all rights to prosecute and perfect the foregoing through administrative prosecution, registration, recordation, or other proceeding, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse, or misappropriation.

“ SpinCo Liabilities ” means, without duplication, the following Liabilities:

(a)      all Liabilities of the SpinCo Group and the SpinCo Entities;

(b)      all Liabilities to the extent relating to, arising out of or resulting from:

(i)    the operation or conduct of the SpinCo Business as conducted at any time prior to the Distribution (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the SpinCo Business);

(ii)    the operation or conduct of the SpinCo Business or any other business conducted by SpinCo or any other member of the SpinCo Group at any time after the Distribution (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(iii)    the SpinCo Assets;

(c)      all Liabilities reflected as liabilities or obligations on the SpinCo Business Balance Sheet, and all Liabilities arising or assumed after the date of the SpinCo Business Balance Sheet that, had they arisen or been assumed on or before such date and been existing obligations as of such date, would have been reflected on the SpinCo Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the SpinCo Business Balance Sheet;

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(d)      all SpinCo HSE Liabilities;

(e)      the Liabilities listed or described on Schedule X ;

(f)      the obligations related to the SpinCo Portion of any Shared Contract;

(g)      all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the SpinCo Group; and

(h)      all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in, or incorporated by reference into, the Form 10 and any other documents filed with the Commission in connection with the Spin-Off or as contemplated by this Agreement, other than with respect to the Honeywell Disclosure Sections.

Notwithstanding the foregoing, the SpinCo Liabilities shall not include (i) any Honeywell Retained Liabilities or (ii) any Liabilities that are determined by Honeywell, in good faith prior to the Distribution, to be primarily related to the business or operations of the Honeywell Business (unless otherwise expressly provided in this Agreement).

“ SpinCo Patents ” means the Patents listed on Exhibit A to the Patent License Agreement.

“ SpinCo Policy Pre-Separation Insurance Claim ” means any (a) claim made against the SpinCo Group or Honeywell Group and reported to the applicable insurer(s) prior to the Distribution Date in respect of an act or omission occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” insurance policy of the SpinCo Group in effect prior to the Distribution Date or any extended reporting period thereof or (b) Action (whether made prior to, on or following the Distribution Date) in respect of a Liability occurring prior to the Distribution Date under an “occurrence-based” insurance policy of any member of the SpinCo Group in effect prior to the Distribution Date.

“ SpinCo Portion ” has the meaning set forth in Section  2.05(a) .

“ SpinCo Real Property ” means the real property and real property interests identified in Schedule XI , and any fixtures or appurtenances associated therewith.

“ SpinCo Trade Secrets ” means the Trade Secrets that are owned by any member of the Honeywell Group or SpinCo Group as of immediately prior to the Distribution and that are exclusively used in or related to the SpinCo Business.

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“ SpinCo Trademarks ” means the Trademarks identified on Schedule IX .

“ Spin-Off ” means the Separation and the Distribution.

“ Subsidiary ” of any Person means any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ Surviving Honeywell Credit Support Instruments ” has the meaning set forth in Section  4.01(a) .

“ Surviving SpinCo Credit Support Instruments ” has the meaning set forth in Section  4.02(a) .

“ Tax Opinion Representations ” has the meaning set forth in the Tax Matters Agreement.

“ Taxes ” has the meaning set forth in the Tax Matters Agreement.

“ Third-Party Claim ” means any written assertion by a Person (including any Governmental Authority) who is not a member of the Honeywell Group or the SpinCo Group of any claim, or the commencement by any such Person of any Action, against any member of the Honeywell Group or the SpinCo Group.

“ Third-Party Proceeds ” has the meaning set forth in Section  7.04(a) .

“ Tax Matters Agreement ” means the Tax Matters Agreement dated as of the date of this Agreement by and between Honeywell and SpinCo.

“ Trade Secrets ” means all (i) confidential or proprietary information and (ii) all other forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, know-how, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing, to the extent that the owner thereof has taken reasonable measures to keep such information secret and the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, the public.

“ Trademark License Agreemen t” means the Trademark License Agreement dated as of the date of this Agreement between Honeywell and SpinCo.

“ TSA ” means the Transition Services Agreement, dated as of the date hereof, between Honeywell and Ademco Inc.

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“ Trademarks ” means trademarks, service marks, trade names, logos, slogans, trade dress or other source identifiers, including any registration or any application for registration therefor, together with all goodwill associated therewith.

ARTICLE II

THE SEPARATION

Section 2.01     Transfer of Assets and Assumption of Liabilities .

(a)    In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “ Plan of Reorganization ”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section  2.01(e) , prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to:

(i)    transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Group in, to and under all SpinCo Assets not already owned by the SpinCo Group,

(ii)    transfer and convey to one or more members of the Honeywell Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Assets not already owned by the Honeywell Group,

(iii)    cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and

(iv)    cause one or more members of the Honeywell Group to assume all of the Honeywell Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization.

Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article  VIII or any insurance policies which are the subject of Article  IX ; provided , that any Information in respect of the Specified Liabilities shall be governed by the Indemnification Agreement.

(b)    In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any Honeywell Asset or Honeywell Liability, as the case may be, (ii) the transfer or conveyance by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior

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to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section  2.01(b) shall be treated by the Parties for all purposes as if it had occurred prior to the Distribution, except as otherwise required by applicable Law or a Determination.

(c)      In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Asset or Honeywell Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section  2.01 (c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination.

(d)      To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section  2.05 ; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section  2.04 ); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section  2.05 ; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section  2.04 ) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided , however , that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group,

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insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section  2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination.

(e)      The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section  2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section  2.01 , to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures.

(f)      Without limiting any other provision hereof, in connection with the reorganization contemplated by Section  2.01(b) , each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization.

(g)      In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall 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 cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

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Section 2.02           Certain Matters Governed Exclusively by Ancillary Agreements .     Each of Honeywell and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the Tax Matters Agreement shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the Employee Matters Agreement), (b) the Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Honeywell Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the Employee Matters Agreement, shall constitute SpinCo Assets, SpinCo Liabilities, Honeywell Assets or Honeywell Liabilities, as applicable, hereunder and shall be subject to Article  VII hereof), (c) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution, (d) the Ongoing Relationship Agreements shall exclusively govern all matters relating to the provision of certain services and products identified therein to be provided by each Party to the other following the Distribution in accordance with the terms thereof, and (e) the Indemnification Agreement shall exclusively govern all matters relating to indemnification by the SpinCo Group with respect to, management of Actions and dissemination of Information relating to and control of privileges and immunities in connection with or with respect to, the Specified Liabilities. Except as set forth in this Section  2.02 , in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Ongoing Relationship Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement or Ongoing Relationship Agreement explicitly provides otherwise).

Section 2.03           Termination of Agreements .

(a)      Except as set forth in Section  2.03(b) or Section  2.03(c) or as otherwise provided by the Plan of Reorganization, in furtherance of the releases and other provisions of Section  7.01 , effective as of the Distribution, SpinCo and each other member of the SpinCo Group, on the one hand, and Honeywell and each other member of the Honeywell Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments and understandings, oral or written between such parties and in existence as of the Distribution Date (“ Intercompany Agreements ”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“ Intercompany Accounts ”). No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement.

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(b)      The provisions of Section  2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement, the Ancillary Agreements and the Ongoing Relationship Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement to be entered into by either Party or any other member of its Group); (ii) any Intercompany Agreements to which any third party is a party, including any Shared Contracts; (iii) any other Intercompany Agreements or Intercompany Accounts that this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement expressly contemplates will survive the Distribution Date; and those Intercompany Agreements and Intercompany Accounts set forth on Schedule  XVIII .

(c)      In connection with the termination of Intercompany Accounts described in Section  2.03(a) , each of Honeywell and SpinCo shall cause each Intercompany Account between a member of the SpinCo Group, on the one hand, and a member of the Honeywell Group, on the other hand, outstanding as of the close of business on the business day immediately prior to the date of the Distribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the Distribution (except such Intercompany Accounts set forth on Schedule XVIII or any such intercompany payables or receivables arising pursuant to an Ancillary Agreement, an Ongoing Relationship Agreement or any other Intercompany Agreement that this Agreement, any Ancillary Agreement or Ongoing Relationship Agreement expressly contemplates will survive the Distribution Date, which shall instead be settled in accordance with the terms of Schedule XVIII, such Ancillary Agreement, such Ongoing Relationship Agreement or other Intercompany Agreement); provided that all intercompany balances set forth on Schedule XXVI shall be forgiven without any settlement or other action on the part of either of the Parties or the respective members of their respective Groups.

(d)                 (i) Honeywell and SpinCo each agrees to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Honeywell Accounts so that such Honeywell Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ linked ”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Honeywell Account, are de-linked from such Honeywell Accounts.

(ii)      With respect to any outstanding checks issued by, or payments made by, Honeywell, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Distribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement.

(iii)      As between Honeywell and SpinCo (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be held by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, within 60 days of receipt by such Party (or the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff.

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(e)      Each of Honeywell and SpinCo shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in each case prior to the close of business on the business day immediately prior to the Distribution Date.

Section 2.04            Real Estate Separation Documents .     Prior to the Distribution, the Parties shall, and shall cause their respective applicable Group members to, use reasonable best efforts to obtain and make any necessary Consents and enter into the Real Estate Separation Documents to make the Real Estate Separation Documents effective at or prior to the Distribution; provided , however , that nothing in this Agreement shall be deemed to require entering into any Real Estate Separation Document unless and until any necessary Consents are obtained or made, as applicable; provided further that neither Party nor any member of its Group shall 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 or the relinquishment or forbearance of any rights) to any Person in order to obtain or make any such Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees). In the event any such Consents have not been obtained prior to the Distribution, the Parties shall use reasonable best efforts to obtain or make such Consent as promptly as reasonably practicable following the Distribution and, upon receipt of such Consent, shall execute the applicable Real Estate Separation Document. If any Real Estate Separation Document is not effective prior to the Distribution, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution and until such time as the effectiveness of the applicable Real Estate Separation Document shall cease (or, with respect to any Lease Assignment, until the expiration or earlier termination of the real property lease subject to such Lease Assignment), a member of the SpinCo Group shall receive the interest in the benefits and obligations of SpinCo or the applicable member of the SpinCo Group under the proposed terms of such Real Estate Separation Document and a member of the Honeywell Group shall receive the interest in the benefits and obligations of Honeywell or the applicable member of the Honeywell Group under the proposed terms of such Real Estate Separation Document. In the event of a conflict between this Agreement and any Real Estate Separation Document, the applicable Real Estate Separation Document shall govern. To the extent any matter is not addressed in a Real Estate Separation Document, but is addressed in this Agreement, the terms of this Agreement shall control as to such matter.

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Section 2.05         Shared Contracts .

(a)       Except as set forth on Schedule  XIII , the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “ SpinCo Portion ”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “ Honeywell Portion ”), which rights shall be a Honeywell Asset and which obligations shall be a Honeywell Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of one year after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Honeywell Group shall receive the interest in the benefits and obligations of the Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

(b)      Nothing in this Section  2.05 shall require either Party or any member of their respective Groups 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 (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section  2.05(a) .

Section 2.06            Disclaimer of Representations and Warranties .     Each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section  12.01(c) , in any Ancillary Agreement or the Tax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

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Section 2.07           Waiver of Bulk-Sale and Bulk-Transfer Laws . SpinCo hereby waives compliance by each and every member of the Honeywell Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Honeywell hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Honeywell Assets to any member of the Honeywell Group.

Section 2.08         Cash Adjustmen t . Each of Honeywell and SpinCo agrees to take the actions set forth on Schedule  XVI .

ARTICLE III

RECORDATION OF INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENTS

Section 3.01       Recordation .     Each Party, as an assignee of Intellectual Property Rights pursuant to this Agreement or the Plan of Reorganization, shall have the sole responsibility, at its sole cost and expense (including any expenses associated with obtaining any required notarizations, certifications or apostilles, or with any other local requirements), to prepare and file any applicable Intellectual Property Rights assignment agreements and any other forms or documents with the appropriate Governmental Authorities as required to record the transfer of any registrations or applications of Honeywell IP or SpinCo IP that is allocated under this Agreement or the Plan of Reorganization, as applicable, and the relevant assignor Party hereby consents to such recordation of any such documents, forms and agreements provided to it for approval.

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ARTICLE IV

CREDIT SUPPORT

Section 4.01         Replacement of Honeywell Credit Support .

(a)      SpinCo shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the termination or replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“ Credit Support Instruments ”) provided by or through Honeywell or any other member of the Honeywell Group for the benefit of SpinCo or any other member of the SpinCo Group (“ Honeywell Credit Support Instruments ”), other than any of the Honeywell Credit Support Instruments set forth on Schedule  XIX (the “ Surviving Honeywell Credit Support Instruments ”), with alternate arrangements that do not require any credit support from Honeywell or any other member of the Honeywell Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Honeywell Credit Support Instrument to the originating bank and such bank’s confirmation to Honeywell of cancelation thereof) indicating that Honeywell or such other member of the Honeywell Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Honeywell.

(b)      In furtherance of Section  4.01(a) , to the extent required to obtain a removal or release from a Honeywell Credit Support Instrument, SpinCo or an appropriate member of the SpinCo Group shall execute an agreement substantially in the form of the existing Honeywell Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing Honeywell Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which SpinCo or the appropriate member of the SpinCo Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by SpinCo or the appropriate member of the SpinCo Group.

(c)    If SpinCo is unable to obtain, or to cause to be obtained, all releases from Honeywell Credit Support Instruments pursuant to Section  4.01(a) and Section  4.01(b) on or prior to the Distribution, (i) without limiting SpinCo’s obligations under Article  VII , SpinCo shall cause the relevant member of the SpinCo Group that has assumed the Liability with respect to such Credit Support Instrument to indemnify and hold harmless the guarantor or obligor for any Liability arising from or relating thereto in accordance with the provisions of Article  VII and to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) with respect to such Credit Support Instruments that are in the form of a letter of credit or bank guarantee, SpinCo shall provide Honeywell with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Honeywell, against losses arising from all such Credit Support Instruments, or if Honeywell agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtained, (iii) except as set forth in Schedule  XIX , with respect to such Credit Support Instrument, each of Honeywell and SpinCo, on behalf of themselves and the members of their respective Groups, agree, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of, increase its obligations under or transfer to a third Person, any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party and (iv) with respect to the Expected Surviving Guarantees, Honeywell and SpinCo shall take the actions set forth on Schedule XXV . The provisions of clauses (i), (ii) and (iii) of the foregoing sentence shall also apply to all Surviving Honeywell Credit Support Instruments.

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Section 4.02         Replacement of SpinCo Credit Support .

(a)       Honeywell shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the termination or replacement of all Credit Support Instruments provided by or through SpinCo or any other member of the SpinCo Group for the benefit of Honeywell or any other member of the Honeywell Group (“ SpinCo Credit Support Instruments ”), other than any of the SpinCo Credit Support Instruments set forth on Schedule  XX (the “ Surviving SpinCo Credit Support Instruments ”), with alternate arrangements that do not require any credit support from SpinCo or any other member of the SpinCo Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original SpinCo Credit Support Instrument to the originating bank and such bank’s confirmation to SpinCo of cancelation thereof) indicating that SpinCo or such other member of the SpinCo Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to SpinCo.

(b)      In furtherance of Section  4.02(a) , to the extent required to obtain a removal or release from a SpinCo Credit Support Instrument, Honeywell or an appropriate member of the Honeywell Group shall execute an agreement substantially in the form of the existing SpinCo Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing SpinCo Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which Honeywell or the appropriate member of the Honeywell Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by Honeywell or the appropriate member of the Honeywell Group.

(c)      If Honeywell is unable to obtain, or to cause to be obtained, all releases from SpinCo Credit Support Instruments pursuant to Section  4.02(a) and Section  4.02(b) on or prior to the Distribution, (i) without limiting Honeywell’s obligations under Article  VII , Honeywell shall cause the relevant member of the Honeywell Group that has assumed the Liability with respect to such Credit Support Instrument to indemnify and hold harmless the guarantor or obligor for any Liability arising from or relating thereto in accordance with the provisions of Article  VII and to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor

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thereunder, (ii) with respect to such Credit Support Instruments that are in the form of a letter of credit or bank guarantee, Honeywell shall provide SpinCo with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to SpinCo, against losses arising from all such Credit Support Instruments, or if SpinCo agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtained and (iii) except as set forth in Schedule  XV , with respect to such Credit Support Instrument, each of Honeywell and SpinCo, on behalf of themselves and the members of their respective Groups, agree, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of, increase its obligations under or transfer to a third Person, any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party. The provisions of clauses (i), (ii) and (iii) of the foregoing sentence shall also apply to all Surviving SpinCo Credit Support Instruments.

Section 4.03         Manner of Indemnification . Any claims for indemnification under this Article  IV shall be made in the manner set forth in Section  7.05 and Section  7.06 and are subject to the provisions set forth in Section  7.07 , Section  7.08 and Section  7.09 .

ARTICLE V

ACTIONS PENDING THE DISTRIBUTION

Section 5.01         Actions Prior to the Distribution .

(a)      Subject to the conditions specified in Section  5.02 and subject to Section  6.03 , Honeywell and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section  5.01 .

(b)      Prior to the Distribution, Honeywell shall mail notice of Internet availability of the Information Statement or the Information Statement to the Record Holders.

(c)      SpinCo shall prepare, file with the Commission and use its reasonable best efforts to cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, any of the Ancillary Agreements or any of the Ongoing Relationship Agreements.

(d)      Honeywell and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.

(e)      SpinCo shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the SpinCo Common Stock to be distributed in the Distribution on the Exchange, subject to official notice of distribution.

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(f)      Prior to the Distribution, Honeywell, in its capacity as sole stockholder of SpinCo, shall have duly elected to the SpinCo board of directors the individuals listed as members of the SpinCo board of directors in the Information Statement, and such individuals shall be the members of the SpinCo board of directors effective as of immediately after the Distribution; provided , however , that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be appointed by the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and begin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.

(g)      Prior to the Distribution, Honeywell shall deliver or cause to be delivered to SpinCo resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Honeywell Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution.

(h)      Immediately prior to the Distribution, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of SpinCo, each in substantially the form filed as an exhibit to the Form 10, shall be in effect.

(i)      Honeywell and SpinCo shall, subject to Section  6.03 , take all reasonable steps necessary and appropriate to cause the conditions set forth in Section  5.02 to be satisfied and to effect the Distribution on the Distribution Date.

(j)      Prior to the Distribution, SpinCo shall make capital and other expenditures and operate its cash management, accounts payable and receivables collection systems in the ordinary course of business consistent with prior practice except as required in connection with the transactions contemplated by this Agreement, the Ancillary Agreements and the Ongoing Relationship Agreements.

Section 5.02       Conditions Precedent to Consummation of the Distribution .     Subject to Section  6.03 , as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Honeywell, of the following conditions:

(a)      The board of directors of Honeywell shall have authorized and approved the Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Honeywell shareholders.

(b)      Each Ancillary Agreement and each Ongoing Relationship Agreement shall have been executed by each party to such agreement.

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(c)      The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Honeywell, subject to official notice of issuance.

(d)      The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission.

(e)      Honeywell shall have received the written opinion of each of Cleary Gottlieb Steen & Hamilton LLP and KPMG LLP, each of which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Tax Opinion Representations, the Distribution will qualify for its Intended Tax Treatment.

(f)      The Reorganization shall have been completed in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution).

(g)      No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Honeywell shall have occurred or failed to occur that prevents the consummation of the Distribution.

(h)      No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of Honeywell, would result in the Distribution having a material adverse effect on Honeywell or the shareholders of Honeywell.

(i)      The actions set forth in Section  5.01(b) , (f) , (g) and (h)  shall have been completed.

The foregoing conditions are for the sole benefit of Honeywell and shall not give rise to or create any duty on the part of Honeywell or the Honeywell board of directors to waive or not waive such conditions or in any way limit the right of Honeywell to terminate this Agreement as set forth in Article  XII or alter the consequences of any such termination from those specified in such Article. Any determination made by the Honeywell board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section  5.02 shall be conclusive.

ARTICLE VI

THE DISTRIBUTION

Section 6.01             The Distribution .

(a)      SpinCo shall cooperate with Honeywell to accomplish the Distribution and shall, at the direction of Honeywell, use its reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Honeywell shall select any investment bank or manager in connection with the Distribution, as well as any financial printer,

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distribution agent and financial, legal, accounting and other advisors for Honeywell. Honeywell or SpinCo, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution.

(b)      Subject to the terms and conditions set forth in this Agreement, (i) after completion of the Reorganization and on or prior to the Distribution Date, for the benefit of and distribution to the holders of Honeywell Common Stock as of the Record Date (“ Record Holders ”), Honeywell will deliver to the Agent all of the issued and outstanding shares of SpinCo Common Stock then owned by Honeywell or any other member of the Honeywell Group and book-entry authorizations for such shares and (ii) on the Distribution Date, Honeywell shall instruct the Agent to distribute, by means of a pro rata dividend based on the aggregate number of shares of Honeywell Common Stock held by each applicable Record Holder, to each Record Holder (or such Record Holder’s bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of shares of SpinCo Common Stock to which such Record Holder is entitled based on a distribution ratio determined by Honeywell in its sole discretion. The Distribution shall be effective at 11:59 p.m. New York City time on the Distribution Date. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of shares of SpinCo Common Stock that have been registered in book-entry form in the name of such Record Holder.

Section 6.02           Fractional Shares . Record Holders holding a number of shares of Honeywell Common Stock on the Record Date that would entitle such holders to receive less than one whole share (in addition to any whole shares) of SpinCo Common Stock in the Distribution will receive cash in lieu of such fractional share. Fractional shares of SpinCo Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent and Honeywell shall, as soon as practicable after the Distribution Date, (a) determine the number of whole shares and fractional shares of SpinCo Common Stock allocable to each Record Holder, (b) aggregate all fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests and (c) distribute to each such holder, or for the benefit of each beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of SpinCo Common Stock after making appropriate deductions for any amount required to be withheld under applicable Tax Law and less any brokers’ charges, commissions or transfer Taxes. The Agent, in its sole discretion, will determine the timing and method of selling such fractional shares, the selling price of such fractional shares and the broker-dealer through which such fractional shares will be sold; provided , however , that the designated broker-dealer is not an Affiliate of Honeywell or SpinCo. Neither Honeywell nor SpinCo will pay any interest on the proceeds from the sale of fractional shares.

Section 6.03           Sole Discretion of Honeywell .  Honeywell shall, in its sole and absolute discretion, determine the Record Date, the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition and notwithstanding anything to the contrary set forth below, Honeywell may at any time and from time to time until

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the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

ARTICLE VII

MUTUAL RELEASES; INDEMNIFICATION

Section 7.01               Release of Pre-Distribution Claims .

(a)      Except as provided in Section  7.01(c) or elsewhere in this Agreement, the Ancillary Agreements or the Ongoing Relationship Agreements, effective as of the Distribution, SpinCo does hereby, for itself and each other member of the SpinCo Group, their respective Affiliates, and to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Honeywell and the other members of the Honeywell Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, agents or employees of any member of the Honeywell Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all SpinCo Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off. This Section  7.01(a) shall not affect Honeywell’s indemnification obligations with respect to Liabilities arising on or before the Distribution Date under Article IX of its Amended and Restated Certificate of Incorporation, as in effect on the date on which the event or circumstances giving rise to such indemnification obligation occur.

(b)      Except as provided in Section  7.01(c) or elsewhere in this Agreement, the Ancillary Agreements or the Ongoing Relationship Agreements, effective as of the Distribution, Honeywell does hereby, for itself and each other member of the Honeywell Group, their respective Affiliates, and to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, agents or employees of any member of the Honeywell Group (in each case, in their respective capacities as such), remise, release and forever discharge SpinCo, the other members of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Honeywell Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off.

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(c)      Nothing contained in Section  7.01(a ) or (b)  shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement, any Ongoing Relationship Agreement, or any Intercompany Agreement or Intercompany Account that is specified in Section  2.03(b) not to terminate as of the Distribution, in each case in accordance with its terms. Nothing contained in Section  7.01(a) or (b)  shall release:

(i)      any Person from any Liability provided in or resulting from any Contract among any members of the Honeywell Group or the SpinCo Group that is specified in Section  2.03(b) as not to terminate as of the Distribution, or any other Liability specified in such Section  2.03(b) as not to terminate as of the Distribution;

(ii)      any Person from any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement;

(iii)      any Person from any Liability provided in or resulting from any other Contract that is entered into after the Distribution between one Party (or a member of such Party’s Group), on the one hand, and the other Party (or a member of such Party’s Group), on the other hand;

(iv)      any Person from any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement for claims brought against the Parties, the members of their respective Groups or any of their respective directors, officers, employees or agents, by third Persons, which Liability shall be governed by the provisions of this Article  VII or, if applicable, the appropriate provisions of the relevant Ancillary Agreement or Ongoing Relationship Agreement; or

(v)      any Person from any Liability the release of which would result in the release of any Person not otherwise intended to be released pursuant to this Section 7.01 .

(d)      SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Honeywell or any other member of the Honeywell Group, or any other Person released pursuant to Section 7.01(a) , with respect to any Liabilities released pursuant to Section 7.01(a) . Honeywell shall not make, and shall not permit any other member of the Honeywell Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 7.01(b) , with respect to any Liabilities released pursuant to Section 7.01(b) .

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(e)      It is the intent of each of Honeywell and SpinCo, by virtue of the provisions of this Section 7.01 , to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date, between or among SpinCo or any other member of the SpinCo Group, on the one hand, and Honeywell or any other member of the Honeywell Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date), except as set forth in Section 7.01(c) or elsewhere in this Agreement or in any Ancillary Agreement or Ongoing Relationship Agreement. At any time, at the request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Section 7.02            Indemnification by SpinCo .  Subject to Section 7.04 , and without limiting any indemnification obligation of SpinCo or its Affiliates under the Trademark License Agreement or any other Ancillary Agreement, SpinCo shall indemnify, defend and hold harmless Honeywell, each other member of the Honeywell Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Honeywell Indemnitees ”), from and against any and all Liabilities of the Honeywell Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a)      the SpinCo Liabilities, including the failure of SpinCo or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liability in accordance with its terms (including, for the avoidance of doubt, all such Actions and Third-Party Claims set forth in Article VII to the extent they are SpinCo Liabilities);

(b)      any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and

(c)      any breach by SpinCo of any of the representations and warranties made by SpinCo on behalf of itself and the members of the SpinCo Group in Section 12.01(c) .

Section 7.03       Indemnification by Honeywell . Subject to Section 7.04 , and except to the extent SpinCo or its Affiliates are obligated to indemnify Honeywell or its Affiliates under the Trademark License or any other Ancillary Agreement, Honeywell shall indemnify, defend and hold harmless SpinCo, each other member of the SpinCo Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ SpinCo Indemnitees ”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a)      the Honeywell Liabilities, including the failure of Honeywell or any other member of the Honeywell Group or any other Person to pay, perform or otherwise promptly discharge any Honeywell Liability in accordance with its terms (including, for the avoidance of doubt, all such Actions or Third-Party Claims set forth in Article VII to the extent they are Honeywell Liabilities);

(b)      any breach by Honeywell or any other member of the Honeywell Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and

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(c)    any breach by Honeywell of any of the representations and warranties made by Honeywell on behalf of itself and the members of the Honeywell Group in Section  12.01(c) .

Notwithstanding anything to the contrary herein, the payment of any amount pursuant to the Indemnification Agreement shall not be indemnified pursuant to this Article  VII .

Section 7.04           Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds .

(a)      The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability or (ii) other amounts recovered from any third party that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability (“ Third-Party Proceeds ”). Accordingly, the amount that either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement (an “ Indemnitee ”) will be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee from a third party in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “ Indemnity Paymen t”) and subsequently receives Insurance Proceeds or Third-Party Proceeds in respect of such Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b)      An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Subject to Section  7.10 , each member of the Honeywell Group and SpinCo Group shall use reasonable best efforts to seek to collect or recover any Insurance Proceeds and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification pursuant to this Article  VII ; provided , however , that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

(c)      The calculation of any Indemnity Payments required by this Agreement shall be subject to Section 5.04 of the Tax Matters Agreement.

Section 7.05           Procedures for Indemnification of Third-Party Claims .

(a)      If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement (including Article  IV ), such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than thirty (30) days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and shall include, (i) the basis for, and nature of, such Third-Party Claim, including the facts constituting the basis for such Third-Party Claim, (ii) the estimated amount of Losses that have been or may be sustained by the Indemnitee in connection with such Third-Party Claim and (iii) copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim; provided, however, that any such notice need only specify such information to the knowledge of the Indemnitee as of the date of such notice and shall not limit or prejudice any of the rights or remedies of any Indemnitee on the basis of any limitations on the information included in such notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section  7.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article  VII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section  7.05(a) . Each Party shall be deemed to have been provided written notice pursuant to this Section 7.05(a) with respect to Third-Party Claims set forth in Schedules XXII – XXIV for which such Party is an Indemnifying Party.

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(b)      Except with respect to such Third-Party Claims set forth in Schedules XXII – XXIV , the Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee within thirty (30) calendar days after receipt of notice from an Indemnitee in accordance with Section  7.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (x) SpinCo shall not be entitled to control the defense of any Third-Party Claim in respect of a Mixed Action and (y) the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages).

(c)      If the Indemnifying Party elects not to assume the defense of a Third-Party Claim (or is not permitted to assume the defense of such Third-Party Claim) in accordance with this Agreement, or fails to notify an Indemnitee of its election as provided in Section  7.05(b) , such Indemnitee may defend such Third-Party Claim. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim.

(d)      If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim pursuant to Section  7.05(b) , the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and expenses of such counsel.

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(e)      No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee.

(f)      Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Section 7.06           Additional Matters .

(a)       Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Any failure by an Indemnitee to give notice 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. Such Indemnifying Party shall have a period of sixty (60) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such sixty-day (60-day) period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement.

(b)      In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

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Section 7.07       Remedies Cumulative . The remedies provided in this Article  VII shall be cumulative and, subject to the provisions of Article  XI , shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 7.08       Survival of Indemnities . The rights and obligations of each of Honeywell and SpinCo and their respective Indemnitees under this Article  VII shall survive the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities.

Section 7.09       Limitation on Liability . Except as may expressly be set forth in this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement, none of Honeywell, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other’s Group, or to any other Honeywell Indemnitee or SpinCo Indemnitee, as applicable, under this Agreement for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages; provided , however , that the provisions of this Section  7.09 shall not limit an Indemnifying Party’s indemnification obligations hereunder with respect to any Liability any Indemnitee may have to any third party not affiliated with any member of the Honeywell Group or the SpinCo Group for any indirect, special, punitive or consequential damages. Notwithstanding the foregoing, nothing in this Section  7.09 shall limit the Liability of Honeywell, SpinCo or any other member of either Group to the other or to any other member of the other’s Group, or to any other Honeywell Indemnitee or SpinCo Indemnitee, as applicable, with respect to breaches of Section  8.01 , Section  8.04 , Section  8.05 , Section  8.07 or Section  8.09 .

Section 7.10       Management of Existing Actions . This Section  7.10 shall govern the management and direction of pending Actions or existing Third-Party Claims set forth in Schedule XXII , Schedule XXIII or Schedule XXIV , in which members of the Honeywell Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article  II unless otherwise expressly set forth in this Section  7.10 .

(a)      From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions or Third-Party Claims set forth on Schedule  XXII .

(b)      From and after the Distribution, the Honeywell Group shall direct the defense or prosecution of any Actions or Third-Party Claims set forth on Schedule XXIII .

(c)      From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions or Third-Party Claims set forth in Schedule  XXIV  (“ Joint Actions ”). The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Joint Action. Notwithstanding anything to the contrary herein, and except as set forth in Schedule  XXIV , the Parties may jointly retain counsel (in which case the cost of counsel shall be shared by the Parties in accordance with the allocation of Liabilities set forth in Article II ) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Joint Action; provided that the Parties shall bear their own discovery costs and shall share joint litigation costs in accordance with the allocation of Liabilities set forth in Article II. In any Joint Action, each of Honeywell and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Honeywell Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party.

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(d)        To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action or Third-Party Claim is hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation.

(e)        No Party managing an Action or Third-Party Claim pursuant to Section  7.10 shall consent to entry of any judgment or enter into any settlement of any such Action or Third-Party Claim without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed); provided , however , that such non-managing Party shall be required to consent to such entry of judgment or to such settlement that the managing Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the managing Party has agreed to pay and (iii) includes a full and unconditional release of the non-managing Party. Notwithstanding the foregoing, in no event shall a non-managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against the non-managing Party’s Group.

ARTICLE VIII

ACCESS TO INFORMATION; PRIVILEGE; CONFIDENTIALITY

Section 8.01         Agreement for Exchange of Information; Archives

(a)        Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section  8.01(b) , each of Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, (i) any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Honeywell or SpinCo, or any member of its respective Group, as applicable, reasonably needs (A) to comply with reporting, disclosure, filing or other requirements imposed on Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Honeywell or SpinCo, or any member of its respective Group, as applicable, (B) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements or (C) to comply with its obligations under this Agreement (other than with respect to those obligations in Section  2.01(a) ), any Ancillary Agreement or any Ongoing Relationship Agreement and (ii) all tangible embodiments of any Intellectual Property Rights that are assigned or licensed to such other Party under this Agreement or any Ancillary Agreement (other than the Intellectual Property License Agreement), and all Information related thereto, including Software source code and object code in a form reasonably acceptable to the other Party; in each case, that, as of immediately following the Distribution, are in existence and in the reasonable possession or control of the assigning or licensing Party or one of its Group members, as applicable, and except to the extent already in the possession of the receiving Party or one of its Group members. The receiving Party shall use any Information received pursuant to Section 8.01(a)(i) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (A), (B) or (C) of the immediately preceding sentence.

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(b)        Subject to the Data Transfer Agreement, in the event that either Honeywell or SpinCo determines that the disclosure of any Information or other materials pursuant to Section  8.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege or attorney work product protection, such Party shall not be required to provide access to or furnish such Information or other materials to the other Party; provided , however , that both Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section  8.01(a) in a manner that avoids any such harm or consequence. Both Honeywell and SpinCo intend that any provision of access to or the furnishing of Information or other materials pursuant to this Section  8.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

(c)        Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with the Data Transfer Agreement.

Section 8.02         Ownership of Information .  Any Information or other materials owned by one Group that is provided to the requesting Party hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information or other materials.

Section 8.03         Compensation for Providing Information .  Honeywell and SpinCo shall reimburse each other for the reasonable costs, if any, in complying with a request for Information pursuant to this Article  VIII . Except as may be otherwise specifically provided elsewhere in this Agreement, such costs shall be computed in accordance with SpinCo’s or Honeywell’s, as applicable, standard methodology and procedures, but shall not include any mark-up above actual costs.

Section 8.04         Record Retention .  To facilitate the possible exchange of Information pursuant to this Article VIII and other provisions of this Agreement, each Party shall use its reasonable best efforts to retain all Information in such Party’s possession relating to the other Party or its businesses, Assets or Liabilities, this Agreement or the Ancillary Agreements in accordance with its respective record retention policies or such longer period as required by Law, this Agreement or the Ancillary Agreements. Each of Honeywell and SpinCo shall use their reasonable best efforts to maintain and continue their respective Group’s compliance with all “litigation holds” applicable to any Information in its possession for the pendency of the applicable matter.

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Section 8.05         Accounting Information . Without limiting the generality of Section  8.01 but subject to Section  8.01(b) :

(a)        Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law for Honeywell to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the SpinCo Group were consolidated with those of Honeywell), SpinCo shall use its reasonable best efforts to enable Honeywell to meet its timetable for dissemination of its financial statements and to enable Honeywell’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) SpinCo shall authorize and direct its auditors to make available to Honeywell’s auditors, within a reasonable time prior to the date of Honeywell’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of SpinCo and (y) work papers related to such annual audits and quarterly reviews, to enable Honeywell’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of SpinCo’s auditors as it relates to Honeywell’s auditors’ opinion or report and (ii) until all governmental audits are complete, SpinCo shall provide reasonable access during normal business hours for Honeywell’s internal auditors, counsel and other designated representatives to (x) the premises of SpinCo and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of SpinCo and its Subsidiaries and (y) the officers and employees of SpinCo and its Subsidiaries, so that Honeywell may conduct reasonable audits relating to the financial statements provided by SpinCo and its Subsidiaries; provided , however , that such access shall not be unreasonably disruptive to the business and affairs of the SpinCo Group.

(b)        Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law), Honeywell shall use its reasonable best efforts to enable SpinCo to meet its timetable for dissemination of its financial statements and to enable SpinCo’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) Honeywell shall authorize and direct its auditors to make available to SpinCo’s auditors, within a reasonable time prior to the date of SpinCo’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Honeywell and (y) work papers related to such annual audits and quarterly reviews, to enable SpinCo’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Honeywell’s auditors as it relates to SpinCo’s auditors’ opinion or report and (ii) until all governmental audits are complete, Honeywell shall provide reasonable access during normal business hours for SpinCo’s internal auditors, counsel and other designated representatives to (x) the premises of Honeywell and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of Honeywell and its Subsidiaries and (y) the officers and employees of Honeywell and its Subsidiaries, so that SpinCo may conduct reasonable audits relating to the financial statements provided by Honeywell and its Subsidiaries; provided , however , that such access shall not be unreasonably disruptive to the business and affairs of the Honeywell Group.

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(c)        In order to enable the principal executive officer(s) and principal financial officer(s) (as such terms are defined in the rules and regulations of the Commission) of Honeywell to make any certifications required of them under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, SpinCo shall, within a reasonable period of time following a request from Honeywell in anticipation of filing such reports, cause its principal executive officer(s) and principal financial officer(s) to provide Honeywell with certifications of such officers in support of the certifications of Honeywell’s principal executive officer(s) and principal financial officer(s) required under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 with respect to Honeywell’s Quarterly Report on Form 10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs (unless such quarter is the fourth fiscal quarter), each subsequent fiscal quarter through the third fiscal quarter of the year in which the Distribution Date occurs and Honeywell’s Annual Report on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs. Such certifications shall be provided in substantially the same form and manner as such SpinCo officers provided prior to the Distribution (reflecting any changes in certifications necessitated by the Spin-Off or any other transactions related thereto) or as otherwise agreed upon between Honeywell and SpinCo.

Section 8.06         Limitations of Liability .

(a)         Each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that neither Party is representing or warranting in any way as to the accuracy or sufficiency of any Information exchanged or disclosed under this Agreement.

(b)        Neither Honeywell nor SpinCo shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate in the absence of wilful misconduct by the providing Person. Neither Honeywell nor SpinCo shall have any Liability to the other Party if any Information is destroyed after reasonable best efforts by SpinCo or Honeywell, as applicable, to comply with the provisions of Section  8.04 .

Section 8.07         Production of Witnesses; Records; Cooperation .

(a)         Without limiting any of the rights or obligations of the Parties pursuant to Section  8.01 or Section  8.04 , after the Distribution Date, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, each of Honeywell and SpinCo shall use their reasonable best efforts to make available, upon written request, (i) the former, current and future directors, officers, employees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and (ii) any books, records or other documents within its control or that it otherwise has the ability to make available, in each case, to the extent that such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action, Commission comment or review or threatened or contemplated Action, Commission comment or review (including preparation for any such Action, Commission comment or review) in which either Honeywell or SpinCo or any Person or Persons in its Group, as applicable, may from time to time be involved, regardless of whether such Action, Commission comment or review or threatened or contemplated Action, Commission comment or review is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

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(b)        Without limiting the foregoing, Honeywell and SpinCo shall use their reasonable best efforts to cooperate and consult with each other to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions (including in connection with preparation for any such Action), other than an Adversarial Action or threatened or contemplated Adversarial Action.

(c)        The obligation of Honeywell and SpinCo, pursuant to this Section  8.07 , to use their reasonable best efforts to make available former, current and future directors, officers, employees and other personnel and agents or provide witnesses and experts, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict. Without limiting the foregoing, each of Honeywell and SpinCo agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any employee of its Group based on such employee’s provision of assistance or information to each other pursuant to this Section  8.07 .

Section 8.08         Privileged Matters .

(a)         The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the members of the Honeywell Group and the SpinCo Group, and that each of the members of the Honeywell Group and the SpinCo Group shall be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Distribution, which services will be rendered solely for the benefit of the Honeywell Group or the SpinCo Group, as the case may be.

(b)        The Parties agree as follows:

(i)        Honeywell shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to the Honeywell Business and not to the SpinCo Business, whether or not the privileged Information is in the possession or under the control of any member of the Honeywell Group or any member of the SpinCo Group. Honeywell shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any Honeywell Assets or Honeywell Liabilities and not any SpinCo Assets or SpinCo Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the Honeywell Group or any member of the SpinCo Group.

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(ii)        SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to the SpinCo Business and not to the Honeywell Business, whether or not the privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Honeywell Group. SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any SpinCo Assets or SpinCo Liabilities and not any Honeywell Assets or Honeywell Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Honeywell Group.

(iii)        If the Parties do not agree as to whether certain information is privileged Information, then such Information shall be treated as privileged Information, and the Party that believes that such information is privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not privileged Information or unless the Parties otherwise agree.

(c)        Subject to the remaining provisions of this Section  8.08 , the Parties agree that Honeywell shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities not allocated pursuant to Section  8.08(b) in connection with any Actions or threatened or contemplated Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement. Honeywell agrees, on behalf of itself and each member of the Honeywell Group, not to intentionally disclose or otherwise intentionally waive any such privilege or protection without consulting SpinCo. Upon the reasonable request of Honeywell or SpinCo, in connection with any Action or threatened or contemplated Action contemplated by this Article  VIII , other than any Adversarial Action or threatened or contemplated Adversarial Action, Honeywell and SpinCo will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

(d)        If any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and the members of its Group and (iii) not unreasonably withhold, delay or condition consent to any request for waiver by the other Party.

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(e)        Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request (or of written notice that it will or has received such subpoena, discovery or other request) that may reasonably be expected to result in the production or disclosure of privileged Information subject to a shared privilege or immunity or as to which the other Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge or becomes aware that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests (or have received written notice that they will or have received such subpoena, discovery or other requests) that may reasonably be expected to result in the production or disclosure of such privileged Information, such Party shall promptly notify the other Party of the existence of any such subpoena, discovery or other request and shall provide the other Party a reasonable opportunity to review the privileged Information and to assert any rights it or they may have, under this Section  8.08 or otherwise, to prevent the production or disclosure of such privileged Information; provided that if such Party is prohibited by applicable Law from disclosing the existence of such subpoena, discovery or other request, such Party shall provide written notice of such related information for which disclosure is not prohibited by applicable Law and use reasonable best efforts to inform the other Party of any related information such Party reasonably determines is necessary or appropriate for the other Party to be informed of to enable the other Party to review the privileged Information and to assert its rights, under this Section  8.08 or otherwise, to prevent the production or disclosure of such privileged Information.

(f)        The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that (i) the exchange by one Party to the other Party of any Information that should not have been exchanged pursuant to the terms of Section  8.09 shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such privileged Information and (ii) the Party receiving such privileged Information shall promptly return such privileged Information to the Party who has the right to assert the privilege or immunity.

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Section 8.09         Confidential Information .

(a)        Each of Honeywell and SpinCo, on behalf of itself and each Person in its respective Group, shall hold, and cause its respective directors, officers, employees, agents, accountants, subcontractors, counsel and other advisors and representatives (each, a “ Representative ”) to hold, in strict confidence, not release or disclose and protect with at least the same degree of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary information pursuant to policies in effect as of the Distribution Date, all proprietary or confidential Information concerning the other Group or its business (other than such Information that also relates to any business of such first Party or its Group) that is either in its possession (including such Information in its possession prior to the Distribution) or furnished by the other Group or its respective Representatives at any time pursuant to this Agreement, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the Honeywell Group or the SpinCo Group, as applicable, or any of its respective Representatives, (ii) later lawfully acquired from other sources by any of Honeywell, SpinCo or its respective Group, Representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any of Honeywell, SpinCo or Persons in its respective Group, as applicable, (iii) independently generated after the date hereof without reference to any proprietary or confidential Information of the Honeywell Group or the SpinCo Group, as applicable, or (iv) required to be disclosed by Law; provided , however , that the Person required to disclose such Information gives the applicable Person prompt, and to the extent reasonably practicable and legally permissible, prior notice of such disclosure and an opportunity to contest such disclosure and shall use reasonable best efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is legally required to be disclosed and shall use reasonable best efforts to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of Honeywell and SpinCo may release or disclose, or permit to be released or disclosed, any such proprietary or confidential Information exclusively concerning the other Group (x) to their respective Representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information), and (y) to any nationally recognized statistical rating organization as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities or other debt instruments upon normal terms and conditions; provided , however , that, with respect to clause (x) hereof, (i) such Representatives shall keep such Information confidential and will not disclose such Information to any other Person, (ii) such Representatives shall not use such non-public information in a manner that is detrimental to the interests of the Party whose Information is being disclosed and (iii) each Party agrees that it is responsible to the other Party for any action or failure to act that would constitute a breach or violation of this Section  8.09(a) by any such Representative; and, with respect to clause (y) hereof, the Party whose Information is being disclosed or released to such rating organization is promptly notified thereof.

(b)        Without limiting the foregoing, when any proprietary or confidential Information exclusively concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement, each of Honeywell and SpinCo will, promptly after the request of the other Party, either return all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information, other than, in each case, any such Information 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.

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ARTICLE IX

INSURANCE

Section 9.01         Maintenance of Insurance .   Until the Distribution Date, Honeywell shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors to continue to be covered as insured parties under Honeywell’s policies of insurance in a manner which is no less favorable than the coverage provided for the Honeywell Group and (ii) permit the members of the SpinCo Group and their respective employees, officers and directors to submit claims arising from or relating to facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to policies currently procured by SpinCo for the sole benefit of the SpinCo Group, SpinCo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article  IX , Honeywell and SpinCo acknowledge that, as of immediately prior to the Distribution Date, Honeywell intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Honeywell Group by any insurance carrier effective immediately prior to the Distribution Date. Subject to Section  9.02 , the SpinCo Group will not be entitled, on or following the Distribution Date, absent mutual agreement otherwise, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or to the extent any claims are made pursuant to any Honeywell claims-made policies on or after the Distribution Date. No member of the Honeywell Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Honeywell shall, and shall cause the other members of the Honeywell Group to, use reasonable best efforts to take such actions as are necessary to cause all insurance policies of the Honeywell Group that immediately prior to the Distribution provide coverage to or with respect to the members of the SpinCo Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided , however , that in no event shall Honeywell be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the SpinCo Group or first reported to the insurer on or after the Distribution.

Section 9.02         Claims Under Honeywell Insurance Policies .

(a)        On and after the Distribution Date, the members of each of the Honeywell Group and the SpinCo Group shall have the right to assert Honeywell Policy Pre-Separation Insurance Claims and the members of the SpinCo Group shall have the right to participate with Honeywell to resolve Honeywell Policy Pre-Separation Insurance Claims under the applicable Honeywell insurance policies up to the full extent of the applicable and available limits of liability of such policy. Honeywell shall have primary control over those Honeywell Policy Pre-Separation Insurance Claims for which the Honeywell Group or the SpinCo Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control. If a member of the SpinCo Group is unable to assert a Honeywell Policy Pre-Separation

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Insurance Claim because it is no longer an “insured” under a Honeywell insurance policy, then Honeywell shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to SpinCo.

(b)        With respect to Honeywell Policy Pre-Separation Insurance Claims, whether or not known or reported on or prior to the Distribution Date, SpinCo shall, or shall cause the applicable member of the SpinCo Group to, report such claims arising from the SpinCo Business as soon as practicable to each of Honeywell and the applicable insurer(s), and SpinCo shall, or shall cause the applicable member of SpinCo Group to, individually, and not jointly, assume and be responsible (including, upon the request of Honeywell, by reimbursement to Honeywell for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance or retention payment) related to its portion of the liability, unless otherwise agreed in writing by Honeywell. Each of Honeywell and SpinCo shall, and shall cause each member of the Honeywell Group and SpinCo Group, respectively, to, cooperate and assist the applicable member of the SpinCo Group and the Honeywell Group, as applicable, with respect to such claims. The applicable member of the SpinCo Group shall provide to Honeywell any collateral (or a letter of credit in an amount equal to the value of such collateral) in respect of the reimbursement obligations as may reasonably be requested by the insurers and, upon the request of Honeywell, any other collateral required by the insurers in respect of insurance policies under which Honeywell Policy Pre-Separation Insurance Claims may be recoverable based upon Honeywell’s reasonable estimate of the proportion of the requested collateral attributable to claims that may be made by the SpinCo Group. Honeywell agrees that Honeywell Policy Pre-Separation Insurance Claims of members of the SpinCo Group shall receive the same priority as Honeywell Policy Pre-Separation Insurance Claims of members of the Honeywell Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

Section 9.03         Claims Under SpinCo Insurance Policies .

(a)        On and after the Distribution Date, the members of each of the SpinCo Group and the Honeywell Group shall have the right to assert SpinCo Policy Pre-Separation Insurance Claims and the members of the Honeywell Group shall have the right to participate with SpinCo to resolve SpinCo Policy Pre-Separation Insurance Claims under the applicable SpinCo insurance policies up to the full extent of the applicable and available limits of liability of such policy. SpinCo or Honeywell, as the case may be, shall have primary control over those SpinCo Policy Pre-Separation Insurance Claims for which the SpinCo Group or the Honeywell Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control. If a member of the Honeywell Group is unable to assert a SpinCo Policy Pre-Separation Insurance Claim because it is no longer an “insured” under a SpinCo insurance policy, then SpinCo shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to Honeywell.

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(b)        With respect to SpinCo Policy Pre-Separation Insurance Claims, whether or not known or reported on or prior to the Distribution Date, Honeywell shall, or shall cause the applicable member of the Honeywell Group to, report such claims arising from the Honeywell Business as soon as practicable to each of SpinCo and the applicable insurer(s), and Honeywell shall, or shall cause the applicable member of Honeywell Group to, individually, and not jointly, assume and be responsible (including, upon the request of SpinCo, by reimbursement to SpinCo for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance or retention payment) related to its portion of the liability, unless otherwise agreed in writing by SpinCo. Each of SpinCo and Honeywell shall, and shall cause each member of the SpinCo Group and Honeywell Group, respectively, to, cooperate and assist the applicable member of the Honeywell Group and the SpinCo Group, as applicable, with respect to such claims. The applicable member of the Honeywell Group shall provide to SpinCo any collateral (or a letter of credit in an amount equal to the value of such collateral) in respect of the reimbursement obligations as may reasonably be requested by the insurers and, upon the request of SpinCo, any other collateral required by the insurers in respect of insurance policies under which SpinCo Policy Pre-Separation Insurance Claims may be recoverable based upon SpinCo’s reasonable estimate of the proportion of the requested collateral attributable to claims that may be made by the Honeywell Group. SpinCo agrees that SpinCo Policy Pre-Separation Insurance Claims of members of the Honeywell Group shall receive the same priority as SpinCo Policy Pre-Separation Insurance Claims of members of the SpinCo Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

Section 9.04         Insurance Proceeds . Any Insurance Proceeds received by the Honeywell Group for members of the SpinCo Group or by the SpinCo Group for members of the Honeywell Group shall be for the benefit, respectively, of the SpinCo Group and the Honeywell Group. Any Insurance Proceeds received for the benefit of both the Honeywell Group and the SpinCo Group shall be distributed pro rata based on the respective share of the underlying loss.

Section 9.05         Claims Not Reimbursed . Honeywell shall not be liable to SpinCo for claims, or portions of claims, not reimbursed by insurers under any policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), policy limitations or restrictions (including exhaustion of limits), any coverage disputes, any failure to timely file a claim by any member of the Honeywell Group or any member of the SpinCo Group or any defect in such claim or its processing. In the event that insurable claims of both Honeywell and SpinCo (or the members of their respective Groups) exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense and shall not settle or compromise any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed subject to the terms and conditions of the applicable insurance policy). Nothing in this Section  9.05 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

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Section 9.06         D&O Policies . On and after the Distribution Date, Honeywell shall not, and shall cause the members of the Honeywell Group not to, take any action that would limit the coverage of the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies ”) maintained by the members of the Honeywell Group in respect of claims relating to a period prior to the Distribution Date. Honeywell shall, and shall cause the members of the Honeywell Group to, reasonably cooperate with the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Honeywell shall, and shall cause members of the Honeywell Group to, allow SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine the relevant D&O Policies maintained by Honeywell and members of the Honeywell Group pursuant to this Section  9.06 . Honeywell shall provide, and shall cause other members of the Honeywell Group to provide, such cooperation as is reasonably requested by SpinCo in order for SpinCo to have in effect on and after the Distribution Date such new D&O Policies as SpinCo deems appropriate with respect to claims reported on or after the Distribution Date. Except as provided in this Section  9.06 , the Honeywell Group may, at any time, without liability or obligation to the SpinCo Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided , however , that Honeywell will notify SpinCo of any termination of any insurance policy.

Section 9.07         Insurance Cooperation . The Parties shall use reasonable best efforts to cooperate with respect to the various insurance matters contemplated by this Article  IX .

ARTICLE X

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 10.01         Further Assurances .

(a)        In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall, subject to Section  6.03 , use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b)        Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authority or any other Person under any permit, license, Contract, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off and (iv) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement, the Ancillary Agreements and any transfers of Assets or assignments and assumptions of Liabilities hereunder and the other transactions contemplated hereby.

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(c)        On or prior to the Distribution Date, Honeywell and SpinCo, in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by SpinCo or any other Subsidiary of Honeywell, as the case may be, to effectuate the transactions contemplated by this Agreement.

(d)        Prior to the Distribution, if either Party identifies any commercial or other service that is needed to ensure a smooth and orderly transition of its business in connection with the consummation of the transactions contemplated hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the Parties will cooperate in determining whether there is a mutually acceptable arm’s-length basis on which the other Party will provide such service.

Section 10.02     Non-Solicit .

(a)        SpinCo agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of Honeywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Honeywell Group employed in an executive managerial or functional capacity or a key technical or sales capacity (each of such roles, a “ Key Role ”) or (ii) former employee of the Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within 6 months of the date of such hiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell.

(b)        Honeywell agrees that, for a period of 18 months following the Distribution Date, it shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the SpinCo Group employed in a Key Role or (ii) former employee of the SpinCo Group employed in a Key Role who was on the payroll of the SpinCo Group within 6 months of the date of such hiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo.

(c)        If a final and non-appealable judicial determination is made that any provision of this Section  10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section  10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

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ARTICLE XI

TERMINATION

Section 11.01         Termination . This Agreement may be terminated by Honeywell at any time, in its sole discretion, prior to the Distribution.

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, the Ancillary Agreements or the Ongoing Relationship Agreements.

ARTICLE XII

MISCELLANEOUS

Section 12.01         Counterparts; Entire Agreement; Corporate Power .

(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, the Ancillary Agreements, the Ongoing Relationship Agreements 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 conflict or inconsistency between the provisions of this Agreement or any Ancillary Agreement and the provisions of any Local Transfer Agreement, the provisions of this Agreement and any such Ancillary Agreement shall prevail and remain in full force and effect; without limiting the foregoing, no Assets or Liabilities, other than SpinCo Assets and SpinCo Liabilities (in each case, as defined in this Agreement), shall be transferred by Seller (as defined in the Local Transfer Agreements) or accepted by Buyer (as defined in the Local Transfer Agreements) under the Local Transfer Agreements notwithstanding anything to the contrary therein (including the definition of SpinCo Assets and SpinCo Liabilities (in each case, as defined in the Local Transfer Agreements) therein). Each Party hereto shall, and shall cause each of its Subsidiaries to, implement the provisions of and the transactions contemplated by the Local Transfer Agreement in accordance with the immediately preceding sentence.

(c)        Honeywell represents on behalf of itself and each other member of the Honeywell Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

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(i)        each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement, each Ancillary Agreement and each Ongoing Relationship Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii)        this Agreement, each Ancillary Agreement and each Ongoing Relationship Agreement to which it is a party has been (or, in the case of any Ancillary Agreement or Ongoing Relationship Agreement, will be on or prior to the Distribution Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

Section 12.02         Dispute Resolution .  In the event that either Party, acting reasonably, forms the view that another Party has caused a material breach of the terms of this Agreement, then the Party that forms such a view shall serve written notice of the alleged breach on the other Parties and the Parties shall work together in good faith to resolve any such alleged breach within thirty (30) days of such notice (a “ Dispute ”). If any such alleged breach is not so resolved, then a senior executive of each Party shall, in good faith, attempt to resolve any such alleged breach within the following thirty (30) days of the referral of the matter to the senior executives. If no resolution is reached with respect to any such alleged breach in accordance with the procedures contained in this Section  12.02 , then the Parties may seek to resolve such matter in accordance with Section  12.03 , Section  12.04 and Section  12.06 .

Section 12.03         Governing Law; Jurisdiction . Any disputes arising out of or relating to this Agreement, including, without limitation, to its execution, performance, or enforcement, 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 any state or federal court sitting in New York City in the State of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any of the transactions contemplated hereby, including, without limitation, to their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert and shall hereby waive any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section  12.03 , Section  12.04 , Section  12.05 and Section  12.06 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 12.04         Waiver of Jury Trial . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING, WITHOUT LIMITATION, THEIR EXECUTION, PERFORMANCE OR ENFORCEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

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Section 12.05         Court -Ordered Interim Relief . In accordance with Section 12.03 and Section 12.04 , at any time after giving notice of a Dispute, each Party shall be entitled to interim measures of protection duly granted by a court of competent jurisdiction: (1) to preserve the status quo pending resolution of the Dispute; (2) to prevent the destruction or loss of documents and other information or things relating to the Dispute; or (3) to prevent the transfer, disposition or hiding of assets. Any such interim measure (or a request therefor to a court of competent jurisdiction) shall not be deemed incompatible with the provisions of Section  12.02 , Section  12.03 and Section  12.04 . Until such Dispute is resolved in accordance with Section  12.02 or final judgment is rendered in accordance with Section  12.03 and Section  12.04 , each Party agrees that such Party shall continue to perform its obligations under this Agreement and that such obligations shall not be subject to any defense or set-off, counterclaim, recoupment or termination.

Section 12.06         Specific Performance . Subject to Section 12.02 and Section  12.05 , 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 12.07         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, if any party to this Agreement (or any of its successors or permitted assigns) (a) shall enter into a consolidation or 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) shall transfer all or substantially all of such party’s Assets to any Person, then, in each such case, the assigning party (or its successors or permitted assigns, as applicable) shall ensure that the assignee or successor-in-interest expressly assumes in writing all of the obligations of the assigning party under this Agreement, and the assigning party shall not be required to seek consent, however, shall provide written notice and evidence of such assignment, assumption or succession to the non-assigning Party. No assignment permitted by this Section  12.07 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

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Section 12.08         Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any Honeywell Indemnitee or SpinCo Indemnitee in his, her or its 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.

Section 12.09         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 (5 ^th ) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

If to Honeywell, to:

Honeywell International Inc.

115 Tabor Road

Morris Plains, NJ 07950

Attn: Senior Vice President and General Counsel

Email: [                ]

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention:    Craig B. Brod

Kimberly R. Spoerri

Fax:            (212) 225-3999

Email:        cbrod@cgsh.com

kspoerri@cgsh.com

If to SpinCo, to:

Resideo Technologies, Inc.

[                ]

Attn: [                ]

Email: [                ]

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with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention:    Craig B. Brod

Kimberly R. Spoerri

Fax:            (212) 225-3999

Email:        cbrod@cgsh.com

kspoerri@cgsh.com

Either Party may, by notice to the other Party, change the address to which such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Parties’ right to serve process in any other manner permitted by Law (including pursuant to the rules for foreign service of process authorized by the Hague Convention).

Section 12.10         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 12.11         Publicity . Each of Honeywell and SpinCo shall consult with the other, and shall, subject to the requirements of Section  8.09 , provide the other Party the opportunity to review and comment upon, any press releases or other public statements in connection with effecting the Spin-Off or any of the other transactions contemplated hereby and any filings with any Governmental Authority or national securities exchange with respect thereto, in each case prior to the issuance or filing thereof, as applicable (including the Information Statement, the Parties’ respective Current Reports on Form 8-K to be filed on the Distribution Date, the Parties’ respective Quarterly Reports on Form 10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs, or if such quarter is the fourth fiscal quarter, the Parties’ respective Annual Reports on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs (each such Quarterly Report on Form 10-Q or Annual Report on Form 10-K, a “ First Post-Distribution Repor t”)). Each Party’s obligations pursuant to this Section  12.11 shall terminate on the date on which such Party’s First Post-Distribution Report is filed with the Commission.

Section 12.12         Expenses . Except as otherwise expressly provided in this Agreement or in any Ancillary Agreement or Ongoing Relationship Agreement, (i) all third-party fees, costs and expenses incurred by either the Honeywell Group or the SpinCo Group in connection with effecting the Spin-Off prior to or on the Distribution Date, whether payable

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prior to, on or following the Distribution Date (but excluding, for the avoidance of doubt, any financing fees or interest payable in respect of any indebtedness incurred pursuant to the Debt Incurrence), will be borne and paid by Honeywell and (ii) all third-party fees, costs and expenses incurred by either the Honeywell Group or the SpinCo Group in connection with the Spin-Off following the Distribution Date, whether payable prior to, on or following the Distribution Date, will be borne and paid by the Party incurring such fee, cost or expense. For the avoidance of doubt, this Section  12.12 shall not affect each Party’s responsibility to indemnify Honeywell Liabilities or SpinCo Liabilities, as applicable, arising from the transactions contemplated by the Distribution.

Section 12.13         Headings . The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 12.14         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 12.15         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, any Ancillary Agreement or any Ongoing Relationship 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 12.16         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.

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Section 12.17         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 capitalized terms used in any Schedule to this Agreement or to any Ancillary Agreement or Ongoing Relationship Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement, the Ancillary Agreement or the Ongoing Relationship Agreement to which such Schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein, including in Section  12.16 above). 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. All references to “$” or dollar amounts are to lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.

Exhibit 2.3

FORM OF TAX MATTERS AGREEMENT (this “ Agreement ”), dated as of [                ], 2018, by and between HONEYWELL INTERNATIONAL INC. , a Delaware corporation (“ HII ”), and RESIDEO TECHNOLOGIES, INC. , a Delaware corporation (“ SpinCo ”, and HII and SpinCo, collectively, the “ Parties ”).

W I T N E S S E T H :

WHEREAS , as of the date of this Agreement, SpinCo is a wholly-owned subsidiary of HII and a member of the affiliated group of which HII is the common parent;

WHEREAS , pursuant to the Separation Agreement, HII and SpinCo have effected or agreed to effect (i) the Reorganization (the steps of which are described in Schedule I of the Separation Agreement) and (ii) the Distribution (together, the “ Transactions ”);

WHEREAS , the Parties believe the Distribution will provide greater flexibility for management, capital requirements and growth of the SpinCo Business and will enable HII senior management to focus its time and resources on the development of the HII retained businesses;

WHEREAS , the Parties intend that each of the applicable Transactions qualify for its Intended Tax Treatment;

WHEREAS , as a result of and upon the Distribution, SpinCo and its Subsidiaries will cease to be members of the Honeywell Group; and

WHEREAS , the Parties desire to allocate the Tax responsibilities, liabilities and benefits of transactions that occur on or prior to, and that may occur after, the Distribution Date and to provide for and address certain other Tax matters.

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01.         Definition of Terms . The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“ 10% Acquisition Transaction ” has the meaning set forth in Section 4.06.

“ Accounting Firm ” has the meaning set forth in Section 3.01(d).

“ Active Trade or Business ” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trades or businesses described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to the Transactions with respect to the businesses conducted by members of the SpinCo Group that are the ATB Entities.

“ Agreement ” has the meaning set forth in the preamble.

“ ATB Entities ” means the entities listed on Schedule [    ].

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

“ 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 as a result of 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 (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“ E&P ” has the meaning set forth in Section 2.02(b)(iv).

“ Gain Recognition Agreement ” means any agreement to recognize gain that is described in Treasury Regulation Section 1.367(a)-8 and entered into in connection with the Transactions and to which any member of the Honeywell Group or the SpinCo Group is a party.

“ Honeywell Group ” means HII and each of its Subsidiaries, including any Person that becomes a Subsidiary of Honeywell as a result of transactions that occur following the Distribution in accordance with the Plan of Reorganization, but excluding any member of the SpinCo Group.

“ Honeywell Separate Return ” means a Tax Return of any member of the Honeywell Group (including any consolidated, combined, affiliated, unitary or similar Tax Return) that does not include, for all or any portion of the relevant taxable period, any member of the SpinCo Group.

“ HII ” has the meaning set forth in the preamble.

“ HII Consolidated Group ” means any consolidated, combined, affiliated, unitary or similar group of which (i) any member of the Honeywell Group is or was a member and (ii) any member of the SpinCo Group is or was a member.

“ Indemnification Agreement ” means the Indemnification and Reimbursement Agreement, dated as of [                ], 2018, by and among New HAPI Inc. and HII.

“ Indemnifying Party ” means a Party that has an obligation to make an Indemnity Payment.

“ Indemnitee ” means a Party that is entitled to receive an Indemnity Payment.

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“ Indemnity Payment ” means an indemnity payment contemplated by this Agreement and the Separation Agreement. For the avoidance of doubt, any payments under the Indemnification Agreement shall not be treated as an Indemnity Payment hereunder.

“ Intended Tax Treatment ” means, with respect to each of the applicable Transactions, the tax treatment set forth for such Transaction in Appendix A.

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

“ Joint Return ” means any Tax Return (i) that includes both a member of the Honeywell Group and a member of the SpinCo Group or (ii) of an entity that reflects items attributable to both the Honeywell Business and the SpinCo Business.

“ Ordinary Taxes ” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes incurred as a result of the Transactions.

“ Parties ” has the meaning set forth in the preamble.

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

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

“ Prime Rate ” means the “prime rate” as published in The Wall Street Journal, Eastern Edition.

“ Privilege ” means all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege and protection under the work-product doctrine.

“ Proposed Acquisition Transaction ” has the meaning set forth in Section 4.03(b).

“ Protective Section  336(e) Election ” means, with respect to an entity, a 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, local or non-U.S. Law for such jurisdictions as HII shall determine at its sole discretion) to treat the disposition of the Stock of such entity, pursuant to the Reorganization or the Distribution, as a deemed sale of the assets of such entity in accordance with Section 1.336-2(h) of the Regulations (or any similar provision of U.S. state, local or non-U.S. Law).

“ Records ” has the meaning set forth in Section 5.01.

“ Refund Recipient ” has the meaning set forth in Section 2.03.

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

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“ Reportable Transaction ” means a reportable or listed transaction as defined in Section 6011 of the Code or the Regulations promulgated thereunder, other than a loss transaction as defined in Regulations Section 1.6011-4(b)(5).

“ Restricted Period ” has the meaning set forth in Section 4.03(a).

“ Ruling ” means a private letter ruling (including any supplemental ruling) sought or issued by the IRS in connection with the Transactions, including in connection with the actions prohibited under Section 4.03(a) of this Agreement, whether granted prior to, on or after the date hereof.

“ Satisfactory Guidance ” has the meaning set forth in Section 4.04(c).

“ Section  355 Entities ” means the entities listed on Schedule [    ].

“ Separation Agreement ” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between HII and SpinCo, including the Schedules thereto.

“ SpinCo ” has the meaning set forth in the preamble.

“ SpinCo Group ” means (a) SpinCo, (b) each Person that will be a Subsidiary of SpinCo immediately prior to the Distribution, including the entities set forth on Schedule IV of the Separation Agreement under the caption “Subsidiaries”, and (c) each Person that becomes an Affiliate of SpinCo after the Distribution, including in each case any Person that is merged or consolidated with or into SpinCo or any Affiliate of SpinCo and any Person that becomes an Affiliate of SpinCo as a result of transactions that occur following the Distribution in accordance with the Plan of Reorganization.

“ SpinCo SAG ” has the meaning set forth in Section 4.03(a)(v).

“ SpinCo Separate Return ” means a Tax Return of any member of the SpinCo Group (including any consolidated, combined, affiliated or unitary Return) that does not include, for all or any portion of the relevant taxable period, any member of the Honeywell Group.

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

“ Straddle Period ” has the meaning set forth in Section 2.05(b).

“ Subsidiary ” means, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person and/or one or more Subsidiaries of such Person has either (i) a majority ownership in the equity thereof; (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity; or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

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

“ Tax Attribute ” has the meaning set forth in Section 2.04.

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

“ Tax Dispute ” has the meaning set forth in Section 5.06.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit, previously taxed income or any other item (including the basis or adjusted basis of property) which increases or decreases Taxes paid or payable in any taxable period.

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

“ Tax Opinion ” means either or both of the written opinions of Cleary Gottlieb Steen & Hamilton LLP and KPMG LLP, issued to HII to the effect that each of the applicable Transactions will qualify for its Intended Tax Treatment.

“ Tax Opinions/Rulings ” means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

“ Tax Return ” means any return, declaration, statement, report, form, estimate or information return relating to, (i) for purposes of Article III, Taxes other than payroll and employment related Taxes and (ii) for all other purposes of this Agreement, Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“ Tax Return Preparer ” means with respect to a Tax Return, the Party that is required to prepare any such Tax Return pursuant to Section 3.01(a) or (b), as applicable.

“ Taxes ” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including in each case, charges in the nature of a tax, together with any related interest, penalties and other additional amounts.

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

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

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

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“ Transactions ” has the meaning set forth in the recitals.

“ Transfer Taxes ” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, net value-added and other similar Taxes (excluding, for the avoidance of doubt, any income, gains, profit or similar Taxes, however assessed).

“ Unqualified Tax Opinion ” has the meaning set forth in Section 4.04(d).

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01.         HII Indemnification of the SpinCo Group . After the Distribution, HII shall be liable for, and shall indemnify and hold the members of the SpinCo Group harmless from, the following Taxes:

(a)        Ordinary Taxes of members of the Honeywell Group for any taxable period; and

(b)        Transaction Taxes;

in each case, other than Taxes for which SpinCo is liable under Section 2.02.

SECTION 2.02.         SpinCo Indemnification of the Honeywell Group . After the Distribution, SpinCo shall be liable for, and shall indemnify and hold the members of the Honeywell Group harmless from, the following Taxes:

(a)        Ordinary Taxes, in each case, for any taxable period incurred by or attributable to (i) the entities set forth on Schedule 2.02(a) or (ii) any other member of the Honeywell Group or the SpinCo Group to the extent attributable to the SpinCo Business as reasonably determined by HII;

(b)        Transaction Taxes attributable in whole or in part to:

(i)        the failure to be true when made or deemed made of (A) any statement or representation of fact or intent (or omission to state a material fact) in Section 4.01 that relates to the SpinCo Group, (B) any Tax Opinion Representation made by SpinCo or (C) any representation made by SpinCo, any Subsidiary or controlling shareholder of SpinCo, any counterparty to any Proposed Acquisition Transaction or any of such counterparty’s Affiliates for purposes of obtaining a Ruling or an Unqualified Tax Opinion intended to be Satisfactory Guidance;

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(ii)        any action or omission by any member of the SpinCo Group in breach of the covenants set forth herein (including those in Section 4.03), in any other Ancillary Agreement or in the Separation Agreement;

(iii)        the application of Section 355(e) or 355(f) of the Code to any of the Transactions by virtue of any acquisition (or deemed acquisition) of SpinCo Stock (including newly issued SpinCo Stock) or assets of any member of the SpinCo Group;

(iv)        a determination that the Distribution was used principally as a device for the distribution of earnings and profits (“E&P”) within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of SpinCo Stock or on any distribution on SpinCo Stock occurring after the Distribution in excess of SpinCo’s E&P; or

(v)        any other action or omission taken after the Distribution by SpinCo or any member of the SpinCo Group, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement;

(c)        Any and all Transfer Taxes incurred by the Honeywell Group or the SpinCo Group as a result of the Transactions; and

(d)        Notwithstanding anything in Section 2.01 or this Section 2.02 to the contrary, any and all Taxes incurred by the Honeywell Group or the SpinCo Group as a result of the Reorganization transactions that result in a Tax benefit for any member of the SpinCo Group, as determined by HII in its sole discretion.

SECTION 2.03.         Refunds, Credits and Offsets .

(a)        Subject to Section 2.04, if any member of the Honeywell Group or any member of the SpinCo Group receives any refund of any Taxes or any amount of value-added Tax for which the other Party is liable under Sections 2.01 or 2.02 (a “ Refund Recipient ”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to receipt of such refund) or value-added Tax within 10 business days of receipt or accrual; provided , however , that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund. In the event a Party would be a Refund Recipient but for the fact it applied a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.

(b)        If one Party reasonably so requests, the other Party (at the first Party’s expense) shall file for and pursue any refund to which the first Party is entitled under this Section; provided that the other Party need not pursue any refund on behalf of the first Party unless the first Party provides the other Party a certification by an appropriate officer of the first

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Party setting forth the first Party’s belief (together with supporting analysis) that the Tax treatment of the Tax Items on which the entitlement to such Refund is based is more likely than not correct, and is not a Tax Item arising from a Reportable Transaction.

SECTION 2.04.         Carrybacks . If a Tax Return of any member of the SpinCo Group for any taxable period ending after the Distribution Date reflects any net operating loss, net capital loss, excess Tax credit or other Tax attribute (a “ Tax Attribute ”), then the applicable member of the SpinCo Group shall waive the right to carry back any such Tax Attribute to a Tax Return described in Section 3.01(a) for a Pre-Distribution Tax Period to the extent permissible under applicable Law. In the event that any member of the SpinCo Group is required to carry back a Tax Attribute to a Tax Return described in Section 3.01(a) for a Pre-Distribution Tax Period, then (i) no payment with respect to such carryback shall be due to any member of the SpinCo Group from HII and (ii) if any member of the SpinCo Group receives any refund, credit or offset of any Taxes in connection with such carryback, SpinCo shall promptly pay to HII the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund).

SECTION 2.05.         Allocation of Certain Income Taxes and Income Tax Items .

(a)        If HII determines, in its sole discretion, to close the taxable year of any member of the SpinCo Group for all Tax purposes as of the end of the Distribution Date, HII and SpinCo shall take all commercially reasonable actions necessary or appropriate to so close such taxable year, to the extent permitted by applicable Law.

(b)        For any taxable period that includes (but does not end on) the Distribution Date (a “ Straddle Period ”), Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the taxable period ended as of the close of business on the Distribution Date and, in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state, local or non-U.S. Law), as if the taxable period of that entity 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); provided that HII may elect to allocate Tax Items (other than any extraordinary Tax Items) ratably in the month in which the Distribution occurs (and if HII so elects, SpinCo shall so elect) as described in Treasury Regulation Section 1.1502–76(b)(2)(iii) and corresponding provisions of U.S. state, local or non-U.S. Tax Laws.

(c)        Transactions occurring, or actions taken, on the Distribution Date but after the Distribution outside the ordinary course of business by, or with respect to, SpinCo or any of its Affiliates shall be deemed subject to the “next day rule” of Treasury Regulation Section 1.1502–76(b)(1)(ii)(B) (and any comparable or similar provision under U.S. state, local or non-U.S. Laws or regulations, provided that if there is no comparable or similar provision under U.S. state, local or non-U.S. Laws or regulations, then the transaction will be deemed subject to the “next day rule” of Treasury Regulation Section 1.1502–76(b)(1)(ii)(B)) and as such shall for purposes of this Agreement be treated (and consistently reported by the Parties) as occurring in a Post-Distribution Tax Period of SpinCo or an Affiliate of SpinCo, as appropriate.

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(d)        Tax Attributes determined on a consolidated or combined basis for taxable periods ending before or including the Distribution Date (or such earlier date as may be appropriate with respect to any portion of the Reorganization occurring prior to the Distribution Date) shall be allocated to HII and its Affiliates, and SpinCo and its Affiliates, in accordance with the Code and the Regulations (and any applicable U.S. state, local, or non-U.S. Law or regulation). HII shall reasonably determine the amounts and proper allocation of such attributes, and the Tax basis of the assets and liabilities transferred to SpinCo in connection with the Transactions, as of the Distribution Date or such other relevant date of a Reorganization transaction. HII and SpinCo agree to compute their Tax liabilities for taxable periods after the Distribution Date (or other relevant date) consistent with that determination and allocation, and treat the Tax Attributes and Tax Items as reflected on any federal (or applicable U.S. state, local or non-U.S.) Tax Return filed by the Parties as presumptively correct.

(e)        If either Party would have been responsible for the payment of any Transaction Taxes pursuant to Section 2.01 or Section 2.02 but for the use of the Tax Attributes of the other Party (or its Subsidiaries), the Party that would have been responsible for such Transaction Taxes shall pay to the other Party the amount of Transaction Taxes that would have been due and payable without taking into account such Tax Attributes.

(f)        HII shall reasonably determine the amount of Ordinary Taxes attributable to any entity, group or business by assuming that a Tax Return would be prepared and filed with respect to the relevant entity, group or business on a standalone basis, without regard to any Joint Return that will actually be filed, utilizing only the Tax Attributes allocated to the relevant entity, group or business and not any Tax Attributes allocated to any other entity, group or business.

(g)        Except as otherwise provided in this Agreement, HII shall be permitted to make all decisions, determinations and allocations relating to the matters set forth in this Agreement in its reasonable discretion and shall not be limited by past practice.

ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01.         Responsibility for Preparing Tax Returns .

(a)        HII shall make all determinations with respect to and have ultimate control over the preparation of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint Returns. If SpinCo is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo reasonably in advance of the applicable filing deadline.

(b)        Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline.

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(c)        To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may 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 (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Group or (C) 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 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) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed).

(d)        The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “ Accounting Firm ”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties.

(e)        SpinCo shall provide to HII all information related to members of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo.

(f)        Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretion.

SECTION 3.02.         Filing of Tax Returns and Payment of Taxes .

(a)        Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

(b)        In addition to its obligations under Section 3.01(c), the Tax Return Preparer shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(a) or (b), notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return (i) if the Tax Return Preparer is

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responsible for filing such Tax Return under Section 3.02(a), for which the other Party must indemnify the Tax Return Preparer under this Agreement or (ii) if the other Party is responsible for filing such Tax Return under Section 3.02(a), which the other Party must so pay, as the case may be. The other Party shall pay any amounts described under Section 3.02(b)(i) to the Tax Return Preparer no later than five days before the due date (including extensions timely applied for) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.02(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)        No member of the SpinCo Group shall file, amend, withdraw, revoke or otherwise alter any Tax Return of any HII Consolidated Group.

(d)        No member of the SpinCo Group shall file, amend, withdraw, revoke or otherwise alter any Tax Return of the SpinCo Group or any member thereof to the extent such Tax Return relates to the Pre-Distribution Tax Period without the prior written consent of HII, which consent shall not be unreasonably withheld or delayed.

(e)        Subject to Section 3.03, in the case of any adjustment pursuant to a Determination with respect to any such Tax Return, the party that filed such Tax Return under Section 3.02(a) shall pay to the applicable Taxing Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Determination. The Tax Return Preparer shall compute the amount attributable to the SpinCo Group in accordance with Section 2 of this Agreement and SpinCo shall pay to HII any amount due to HII (or HII shall pay SpinCo any amount due to SpinCo) under Section 2 of this Agreement within thirty business days from the later of (i) the date the additional Tax was paid by the relevant Party or, in an instance where no cash payment is due to a Taxing Authority, the date of such Determination, or (ii) the date of receipt of a written notice and demand from the relevant Party for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section  3.02(e) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the relevant Party (or, in an instance where no cash payment is due to a Taxing Authority, the date of such Determination) to the date of the payment under this Section  3.02(e) .

(f)        The Parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinions/Rulings, unless, and only to the extent, a different position is required pursuant to a Final Determination. HII shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Transactions that is not covered by the Tax Opinions/Rulings.

SECTION 3.03.         Tax Contests .

(a)        HII or SpinCo, as applicable, shall, within 10 business 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 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 3.03(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.

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(b)        HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any material respect.

(c)        SpinCo shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely to Taxes that are the responsibility of SpinCo pursuant to Article II, (ii) that could not reasonably be expected to materially affect amounts for which HII is liable under Article II, or (iii) that HII does not elect to control under Section 3.03(b)(iii); provided that HII shall have the right, at its sole expense, to participate in and advise on all aspects of such Tax Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto, and, with respect to Tax Contests under clause (iii) above, SpinCo shall not settle any such Tax Contest without the consent of HII (not to be unreasonably withheld, conditioned or delayed).

SECTION 3.04.         Expenses . 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.

ARTICLE IV

Tax Matters Relating to the Transactions

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, is inconsistent with the qualification of any step of the

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Transactions for its Intended Tax Treatment, the Tax Opinions/Rulings or the covenants set forth in this Agreement.

SECTION 4.02.         Mutual Covenants .

(a)        Each Party shall use its reasonable best efforts to cause the Tax Opinions to be issued, including by executing the Tax Opinion Representations requested by Cleary Gottlieb Steen & Hamilton LLP and KPMG LLP, that are true and correct.

(b)        Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, 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 (i) violate, be inconsistent with or cause to be untrue any covenant, representation, information or statement in any Tax Opinions/Rulings or a letter or certificate that forms the basis therefor, or (ii) adversely affect, or be reasonably likely to adversely affect, or be inconsistent with, the Intended Tax Treatment of the Transactions.

SECTION 4.03.         Restricted Actions .

(a)        Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “ Restricted Period ”), SpinCo shall not (and shall not cause or permit any member of the SpinCo Group to), in a single transaction or a series of transactions:

(i)        enter into any Proposed Acquisition Transaction;

(ii)        take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which no member of the SpinCo Group is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws or otherwise);

(iii)        liquidate or partially liquidate SpinCo, any Section 355 Entity, or any ATB Entity, whether by merger, consolidation or otherwise ( provided that, for the avoidance of doubt, a merger of another entity into a member of the SpinCo Group shall not constitute an action described in this Section 4.03(a)(iii));

(iv)        cause or permit any ATB Entity to cease to engage in the Active Trade or Business;

(v)        sell or transfer (A) 50% or more of the gross assets that are held by any ATB Entity and are used in the Active Trade or Business, (B) 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b) (3)(B) of the Code) of SpinCo (the “ SpinCo SAG ”) held immediately before the Distribution ( provided , however , that the foregoing shall not apply to sales, transfers or dispositions of assets to any

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member of the SpinCo SAG) or (C) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the Active Trade or Business immediately after the Distribution Date;

(vi)        dispose of or permit an Affiliate of SpinCo to dispose of, directly or indirectly, any interest in any ATB Entity or permit any such ATB Entity to make or revoke any election under Regulations Section 301.7701-3;

(vii)        redeem or otherwise repurchase (directly or indirectly) any SpinCo Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) SpinCo Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding SpinCo Stock; or

(viii)        amend its certificate of incorporation (or other organizational documents), or take any other action, affecting the relative voting rights of the separate classes of SpinCo Stock; provided , however , that this clause (viii) shall not be deemed to be violated upon SpinCo’s adoption of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11.

(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, whether any such transaction is to occur during or after the Restricted Period) as determined for purposes of Section 355(e) of the Code, in connection with which (A) any member of the SpinCo Group would merge or consolidate with any Person other than any other member of the SpinCo Group, (B) any member of the SpinCo Group would form one or more joint ventures with any Person other than any other member of the SpinCo Group in which, in the aggregate, more than 40% of the gross assets of the SpinCo Group are transferred to such joint ventures or (C) 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, an interest in the equity of any Section 355 Entity that, when combined with any other acquisitions of any such Section 355 Entity that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in such Section 355 Entity 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 purpose, any recapitalization, repurchase or redemption of equity in any Section 355 Entity and any amendment to the certificate of incorporation (or other organizational documents) of such Section 355 Entity shall be treated as an indirect acquisition of such stock by any shareholder to the extent such shareholder’s percentage interest in the issuer for U.S. Federal income tax purposes increases by vote or value.

(ii)    Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by SpinCo of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (y) transfers on an established market of SpinCo Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or

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(z) issuances of SpinCo 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 , however , that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.03(b)(ii)(x), (y) or (z) applies.

(c)        SpinCo shall not take or fail to take any action (including any Internal Restructuring described in Section 4.03(d)), during the Restricted Period, that would reasonably be expected to increase the Tax liability of the Honeywell Group in connection with the Transactions and shall not undertake any transaction that is not in the ordinary course of business and that would result in any member of the Honeywell Group reporting additional income under Sections 951 or 951A of the Code.

(d)        If SpinCo, any Section 355 Entity or any ATB Entity merges or consolidates with another entity to form a new entity, references in this Agreement to SpinCo, a Section 355 Entity or an ATB Entity, as applicable, shall be to that new entity and references in this Agreement to SpinCo Stock or interests in a Section 355 Entity or an ATB Entity, as applicable, shall be to the capital stock or other relevant instruments or rights of that new entity.

(e)        The provisions of this Section 4.03, including the definition of a “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 4.03 and its interpretation.

SECTION 4.04.         Consent to Take Certain Restricted Actions .

(a)        SpinCo may (and may cause or permit a member of the SpinCo Group to) take an action otherwise prohibited under Section 4.03(a) if HII consents in writing, which consent shall be at HII’s sole discretion. For the avoidance of doubt, HII’s written consent pursuant to this Section 4.04(a) shall not in any way relieve SpinCo of its indemnification obligations under Section 2.02(b).

(b)        HII may, at its sole discretion and as a condition to granting its written consent pursuant to Section 4.04(a), require SpinCo to provide Satisfactory Guidance; provided , however , the provision of Satisfactory Guidance shall not obligate HII to grant its written consent pursuant to Section 4.04(a).

(c)        For purposes of this Agreement, “Satisfactory Guidance” means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Satisfactory Guidance only if they are satisfactory to HII at its sole discretion in both form and substance, including with respect to any underlying assumptions or representations and any legal analysis contained therein.

(d)        For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor that permits reliance by HII. 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

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under the circumstances, and shall assume that each of the applicable Transactions would have qualified for its Intended Tax Treatment if the action in question did not occur.

SECTION 4.05.         Procedures Regarding Opinions and Rulings .

(a)        If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group 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 bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefor.

(b)        Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII.

(c)        HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (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, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

SECTION 4.06.         Notification and Certification Regarding Certain Acquisition Transactions . 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 HII, no later than 10 business 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 Stock to be acquired) and a brief explanation as to why SpinCo believes that such transaction, considered together with any related transactions, does not result in the application of Section 355(e) or 355(f) of the Code to the Transactions. For purposes of this Section 4.06, “10% Acquisition Transaction” means any

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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 40%.

SECTION 4.07.         Reporting . HII and SpinCo shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each of the applicable Transactions as qualifying for its Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination, otherwise not take any position on any Tax Return that is inconsistent with such qualification.

SECTION 4.08.         Tax Treatment of Certain Amounts Paid Pursuant to the EMA . Amounts paid pursuant to the EMA shall be treated in the manner described in the EMA.

SECTION 4.09.         Protective Section  336(e) Election .

(a)        HII will make a Protective Section 336(e) Election with respect to the Distribution. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a Protective Section 336(e) Election as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. SpinCo will cooperate with HII to facilitate the making of such election.

(b)        If SpinCo realizes a Tax benefit from the step-up in Tax basis resulting from a failure of the Distribution to qualify (in whole or in part) for its Intended Tax Treatment and the election described in Section 4.09(a), unless SpinCo has indemnified HII for the resulting Transaction Taxes under Section 2.02(b), SpinCo shall make quarterly payments to HII in an amount equal to 100 percent of the actual Tax savings arising from the step-up in Tax basis resulting from the Protective Section 336(e) Election , as and when realized and determined on a “with and without” basis (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any reasonable out-of-pocket expenses necessary to secure such Tax savings.

SECTION 4.10.         Gain Recognition Agreements . SpinCo will not take any action (including the sale or disposition of any stock, securities or other assets), or permit its Affiliates to take any such action, and SpinCo will not fail to take any action or permit its Affiliates to fail to take any action that would cause HII or any of its Affiliates or SpinCo or any of its Affiliates to recognize gain under any Gain Recognition Agreement.

ARTICLE V

Procedural Matters

SECTION 5.01.         Cooperation .

(a)        Each Party shall 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:

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(i)        retaining until the expiration of the relevant statute of limitations (including extensions) of 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)        the execution of any document that may be necessary or reasonably helpful in connection with any Tax Contest or the filing of a Tax Return, obtaining a Tax opinion or private letter ruling (except as otherwise provided in Section 4.05(b)), or other matters covered by this Agreement, including certification (provided in such form as may be required by applicable law or reasonably requested and made to the best of a Party’s knowledge) of the accuracy and completeness of the information it has supplied;

(iii)        the use of the Parties’ reasonable best efforts to obtain any documentation that may be necessary or reasonably helpful in connection with any of the foregoing;

(iv)        providing the other Party reasonable access to Records and to its current or former 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;

(v)        making determinations with respect to actions described in Section 4.03(a) as promptly as practicable; and

(vi)        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.

(b)        SpinCo shall cooperate with HII and take any and all actions reasonably requested by HII in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided , that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

(c)        Any information or documents provided under this Section 5.01 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any Tax Contest. Notwithstanding any other provision of this Agreement, the Separation Agreement or any Ancillary Agreement, (i) neither HII nor any Affiliate of HII shall be required to provide SpinCo or any Affiliate of SpinCo or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to SpinCo, the business or assets of SpinCo or any Affiliate of SpinCo, (ii) in no event shall HII or any Affiliate of HII be required to provide SpinCo, any

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Affiliate of SpinCo or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege, and (iii) in no event shall SpinCo or any Affiliate of SpinCo be required to provide HII, any Affiliate of HII or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that HII determines that the provision of any information or documents to SpinCo or any Affiliate of SpinCo, or SpinCo determines that the provision of any information or documents to HII or any Affiliate of HII, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with its obligations under this Section 5.01 in a manner that avoids any such harm or consequence.

(d)        If any member of the SpinCo Group supplies information to a member of the Honeywell Group in connection with a Tax liability and an officer of a member of the Honeywell Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Honeywell Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

(e)        If any member of the Honeywell Group supplies information to a member of the SpinCo Group in connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of HII (or any officer of HII as designated by the chief financial officer of HII) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

(f)        If a Party fails to comply with any of its obligations set forth in this Section 5.01 upon reasonable request and notice by the other Party, and such failure results in the imposition of additional Taxes, the nonperforming Party shall be liable in full for such additional Taxes.

(g)        To the extent that SpinCo makes a request pursuant to this Section 5.01 that requires HII to incur any costs and expenses (including costs and expenses related to employee time to respond to such request, and, for the avoidance of doubt, any costs and expenses incurred by HII for services of any third party engaged by HII to assist with such request), SpinCo shall reimburse the HII for all such costs and expenses, including a reasonable hourly charge for employee time. To the extent HII obtains the services of any third party to assist with such a request, HII shall select such third party in its sole discretion. Nothing contained in this Agreement, including this Section 5.01, shall be construed to permit SpinCo access to Honeywell Separate Returns.

SECTION 5.02.         Interest . Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise

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specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, as applicable, for the relevant period.

SECTION 5.03.         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 (including as a result of the finalization of a Tax Return before filing). Except as otherwise provided in Sections 3.02(b) and 3.03, 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 Sections 3.02(b) and 3.03, the Indemnifying Party shall make the claimed payment to the Indemnitee within 30 business 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 3.02(b), 3.03 or 5.03(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 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.02(b) or 3.03.

SECTION 5.04.         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 incurred by the Indemnitee resulting from the receipt of the Indemnity 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 (ii). For purposes of calculating the amount of any Tax benefit or Tax cost, the applicable Indemnitee shall be deemed to be subject to the maximum applicable statutory Tax rate in the applicable jurisdiction in the taxable year in which such Tax benefit or Tax cost was realized and any Tax attributes of such Indemnitee shall be disregarded.

SECTION 5.05.         Treatment of Indemnity Payments . Except as provided herein, any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by HII and SpinCo for all Tax purposes as a distribution from SpinCo to HII immediately prior to the Distribution (if such payment is made by SpinCo to HII) or as a contribution from HII to SpinCo immediately prior to the Distribution (if such payment is made by HII to SpinCo), except as otherwise required by applicable Law or a Determination. For the avoidance of doubt, amounts paid pursuant to the Indemnification Agreement shall be treated in the manner described in the Indemnification Agreement. All

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Parties hereto shall, and shall cause their Affiliates to, file all Tax returns on a basis consistent with the foregoing, and neither any Party nor an Affiliate shall take any Tax position inconsistent with this Section 5.05.

SECTION 5.06.         Tax Disputes . Notwithstanding anything to the contrary in Article VI, this Section 5.06 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement (a “ Tax Dispute ”), other than a dispute (i) relating to liability for Transaction Taxes (ii) in which the amount of liability in dispute exceeds $20 million or (iii) relating to a Tax Return as described in Section 3.01(d). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 calendar days (unless earlier resolved). Upon notice of either Party after 45 calendar days, the matter will be referred to an Accounting Firm acceptable to both Parties. The Accounting Firm 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 Accounting Firm 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 calendar days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm 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 Accounting Firm shall be shared equally by the Parties.

ARTICLE VI

Miscellaneous

SECTION 6.01.         Disposition of SpinCo Subsidiaries . In the event that SpinCo disposes of the stock of a Subsidiary that is not a Party to this Agreement (i) without receiving compensation equal to the fair market value of such Subsidiary, prior to the disposition, such Subsidiary shall deliver to HII an executed agreement, in a form reasonably acceptable to HII, agreeing to be bound by this Agreement as if it had been an original Party hereto or (ii) in an exchange intended to result in the receipt of compensation equal to the fair market value of such Subsidiary, prior to the disposition, such Subsidiary shall deliver to HII an executed agreement, in a form reasonably acceptable to HII, agreeing to be bound by Section 5.01 and Article VI of this Agreement as if it had been an original Party hereto.

SECTION 6.02.         Termination . This Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 6.03.         Applicability . This Agreement shall not apply before the Distribution.

SECTION 6.04.         Survival . Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

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SECTION 6.05.         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 6.06.         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 who have a need to know such confidential Information as a result of, or in connection with, 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 its Subsidiaries) to use and keep confidential such Information of the other Party or its Subsidiaries shall be governed by Sections 8.01(c) and 8.09 of the Separation Agreement.

SECTION 6.07.         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, 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 6.08.         Dispute Resolutions . Subject to Section 5.06, in the event that any Party, acting reasonably, forms the view that another Party has caused a material breach of the terms of this Agreement, then the Party that forms such a view shall serve written notice of the alleged breach on the other Parties and the Parties shall work together in good faith to resolve any such alleged breach within thirty (30) days of such notice (a “Dispute”). If any such alleged breach is not so resolved, then a senior executive of each Party shall, in good faith, attempt to resolve any such alleged breach within the following thirty (30) days of the referral of the matter to the senior executives. If no resolution is reached with respect to any such alleged breach in accordance with the procedures contained in this Section 6.08, then the Parties may seek to resolve such matter in accordance with Section 6.09, Section 6.10 and Section 6.17.

SECTION 6.09.         Governing Law; Jurisdiction . Any disputes arising out of or relating to this Agreement, including, without limitation, to its execution, performance, or enforcement, 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. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of any state or federal court sitting in New York City in the State of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any of the transactions contemplated hereby, including, without limitation, to their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert and shall hereby waive any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with Section 5.06, this Section 6.09, Section 6.10, Section 6.17 and Section 6.18 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

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SECTION 6.10.         WAIVER OF JURY TRIAL . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING, WITHOUT LIMITATION, THEIR EXECUTION, PERFORMANCE OR ENFORCEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

SECTION 6.11.         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. No assignment permitted by this Section 6.10 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 6.12.         Third-Party Beneficiaries .

(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.

SECTION 6.13.     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 (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

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If to HII, to:

Honeywell International Inc.

115 Tabor Road

Morris Plains, NJ 07950

Attn: Vice President, Tax and General Tax Counsel

e-mail: Jamie.DiStefano@honeywell.com

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Jason R. Factor, Esq.

e-mail: jfactor@cgsh.com

If to SpinCo, to:

Resideo Technologies, Inc.

[                ]

Attn: General Counsel

e-mail: [                ]

with a copy to: [        ]

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

SECTION 6.14.         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 6.15.         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 6.16.         Waivers of Default . No failure or delay of either 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 either 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.

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SECTION 6.17.         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, HII 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. SpinCo 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 6.18.         Court-Ordered Interim Relief . In accordance with Section 6.09 and Section 6.10, at any time after giving notice of a Dispute, each Party shall be entitled to interim measures of protection duly granted by a court of competent jurisdiction: (1) to preserve the status quo pending resolution of the Dispute; (2) to prevent the destruction or loss of documents and other information or things relating to the Dispute; or (3) to prevent the transfer, disposition or hiding of assets. Any such interim measure (or a request therefor to a court of competent jurisdiction) shall not be deemed incompatible with the provisions of Section 6.08, Section 6.09 and Section 6.10. Until such Dispute is resolved in accordance with Section 6.08 or final judgment is rendered in accordance with Section 6.09 and Section 6.10, each Party agrees that such Party shall continue to perform its obligations under this Agreement and that such obligations shall not be subject to any defense or set-off, counterclaim, recoupment or termination.

SECTION 6.19.         Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.20.         Interpretation . The rules of interpretation set forth in Section 12.17 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 OF THE APPLICABLE TRANSACTIONS QUALIFIES FOR ITS INTENDED TAX TREATMENT 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 6.21.         Compliance by Subsidiaries . The Parties shall cause their respective Subsidiaries to comply with this Agreement.

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

Exhibit 2.6

F ORM OF

T RADEMARK L ICENSE A GREEMENT

B Y A ND B ETWEEN

H ONEYWELL I NTERNATIONAL I NC .

AND

R ESIDEO T ECHNOLOGIES , I NC .

Table of Contents

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TRADEMARK LICENSE AGREEMENT

AGREEMENT is made and entered into as of the _____ day of _________, 2018, between Honeywell International Inc., a corporation of the state of Delaware, U.S.A., having offices located at 115 Tabor Road, Morris Plains, NJ 07950 (“Licensor”) and Resideo Technologies, Inc., located at 1985 Douglas Drive North, Golden Valley, Minnesota 55422 (“Resideo”), on behalf of itself and its wholly-owned Subsidiaries (as hereafter defined) that are listed on Attachment A (each of Resideo and such wholly-owned Subsidiaries, a “Licensee”) and shall become effective as of the Distribution Date (as hereafter defined).

W I T N E S S E T H:

WHEREAS, pursuant to the Separation and Distribution Agreement by and between Licensor and Resideo, dated as of October 29, 2018 (the “Separation Agreement”), Licensor has agreed to divest its SpinCo Business (as hereafter defined) and Resideo has agreed to separate from Licensor and, following the separation, Licensor will distribute Licensor’s entire interest in Resideo, by way of a dividend of stock to be made to the holders of Licensor common stock, after which Resideo will continue to operate such SpinCo Business (the “Distribution”),

WHEREAS, Licensor is the owner of valuable Licensed Trademarks (as hereafter defined) in the Territory (as hereafter defined), and

WHEREAS, Licensee desires to use the Licensed Trademarks in the operation of the SpinCo Business for the advertising, sale and distribution of Licensed Products (as hereafter defined) in the Territory, and Licensor is willing to authorize the Licensee’s use subject to the terms and conditions herein.

NOW THEREFORE, the Parties hereby agree as follows:

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ARTICLE 1 DEFINITIONS

Any defined terms, unless the context otherwise requires, may be used in the singular or the plural or the present or past tense, depending upon the reference. The use of the singular form of any word includes the plural and vice versa. All monetary amounts referred to herein are in United States Dollars unless otherwise stated.

1.1    “Affiliate” of any entity means an entity that controls, is controlled by or is under common control with such entity. As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise; provided, however, that (i) each Licensee and its Subsidiaries shall not be considered Affiliates of Licensor or any of the other members of the Honeywell Group and (ii) Licensor and the other members of the Honeywell Group shall not be considered Affiliates of any Licensee or any of its Subsidiaries.

1.2    “Change of Control” means, with respect to any entity, (i) the sale of all or substantially all of the assets of, or the ownership interests in, such entity in a single transaction or a series of related transactions to a third party (that is not, prior to such transaction, an Affiliate of such entity), (ii) any direct or indirect acquisition of control, consolidation or merger of such entity by, with or into any third party (that is not, prior to such transaction, an Affiliate of such entity), or (iii) any other corporate transaction or series of related transactions in which control of such entity is directly or indirectly transferred to a third party (that is not, prior to such transaction, an Affiliate of such entity), including by transferring in excess of fifty percent (50%) of such entity’s voting power, shares or equity, through a merger, consolidation, tender offer or similar transaction, to one or more third parties.

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1.3    “Complaint” shall mean a telephone call or communication of any kind from a customer notifying a Licensee or any of its Affiliates of a problem relating to or a question about any or all of the following: the Licensed Products; a Licensee’s advertising or other business practice; the conduct of an employee of a Licensee or an employee of any Affiliate of Licensee in connection with this Agreement.

1.4    “Distribution Date” shall mean the date on which the Distribution occurs.

1.5    “Home Trademark” shall mean the trademark and service mark “HONEYWELL HOME” (but not any variations thereof) in the form and manner as further specified in Attachment B , when used without any additional words, letters or designs, to the extent owned by Licensor.

1.6    “Honeywell Group” means Licensor and each of its Affiliates, including any entity that becomes an Affiliate of Licensor as a result of transactions that occur following the Distribution, but excluding Licensee and its Subsidiaries.

1.7    “Honeywell Trademark” shall mean the trademark and service mark “HONEYWELL” (but not any variations thereof) in the form and manner as further specified in Attachment C , when used without any additional words, letters or designs, to the extent owned by Licensor.

1.8    “Including” shall mean including without limitation.

1.9    “Licensed Product(s)” shall mean (i) any product identified in Attachment D that, as of the Distribution Date or in the six (6) months prior thereto, is or was manufactured by or for the Honeywell Group and marketed, sold or distributed by the SpinCo Business (the “Existing Products”) and (ii) any products that are manufactured by or for Licensee after the Distribution Date and are either (x) identical to the Existing Products or (y) constitute extensions or

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derivatives of Existing Products that are not materially different in functionality from the Existing Products; provided, however, that “Licensed Products” shall not include those products identified in Attachment E even if they could also fall within the definition of Existing Products or are covered by the foregoing clause (ii). The definition of Licensed Products shall also mean such other products as may be agreed to, via amendment, between the Parties from time to time. In addition, Resideo may delete any products from the definition of Licensed Products effective, for all Licensees, as of twelve (12) months from the date of notice of this deletion to Licensor, and during such twelve- (12) month period, Licensees will not have to meet the obligations of Section 6.9 with respect to such deleted products. Following such twelve- (12) month period, such deleted products shall be excluded from Licensed Products.

1.10    “Licensed Trademarks” shall mean, collectively, the Home Trademark, the Honeywell Trademark and the POC Trademark.

1.11    “Net Sales” shall mean, subject to Section 3.3, all of Licensees’ gross sales (including, for the avoidance of doubt, all sales on all Licensees’ behalf) of Licensed Products that bear a Licensed Trademark (defined as the number of units of such Licensed Products sold, multiplied by Licensees’ invoiced unit price of such Licensed Products to its customers), less only:

(a)    reasonable trade discounts (defined as reductions in the list wholesale selling price that are customary in the trade) that Licensees actually grant in writing prior to delivery;

(b)    returns that Licensees actually authorize and receive or have verified proof from their customer of returns with a corresponding request for credit;

(c)    defective allowances granted to the customer;

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(d)    reasonable credits to a customer after delivery that Licensees actually grant in writing;

(e)    unrelated freight billed separately on the invoice; and

(f)    free samples of Licensed Products given to existing or potential new customers for marketing, product demo or promotional purposes or given to agencies for testing (but not for personal use).

For the purpose of computing Net Sales, the above deductions from gross sales shall not exceed twenty percent (20%) of gross sales shipped in any calendar year during which Royalties are calculated unless agreed to in writing for specific customers by both the Licensor and Resideo; moreover, the total deductions for a particular royalty period shall never exceed the Net Sales for such period. Net Sales shall be determined without deducting uncollectible accounts or financial discounts. Net Sales shall include all transactions of Licensed Products distributed by or on behalf of Licensees to customers even if such transactions are not billed.    Net Sales of Licensed Products to the ADI global distribution business (“ADI”) of Resideo shall be calculated based on Licensees’ sales price to ADI less guaranteed margin adjustment (the details of such adjustment will be demonstrated to Licensor upon request).

1.12    “Party” or “Parties” shall mean (i) Honeywell International Inc. and/or (ii) Resideo Technologies, Inc. and its wholly-owned Subsidiaries, depending on the context.

1.13    “POC Trademark” shall mean the trademark and service mark “THE POWER OF CONNECTED” (but not any variations thereof) in the form and manner as further specified in Attachment F , when used without any additional words, letters or designs, to the extent owned by Licensor.

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1.14    “SpinCo Business” shall mean the business and operations constituting Licensor’s residential Comfort & Care and Security & Safety product portfolio and ADI businesses, as conducted by Licensor and its Affiliates prior to the Distribution; provided that the SpinCo Business shall not include any terminated, divested or discontinued businesses, operations or properties of any of the Honeywell Group, Licensee and Licensee’s Subsidiaries, any of their respective members or any of their respective predecessors, in each case, prior to the Distribution.

1.15    “Subsidiary” of any entity shall mean any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such entity or by any one or more of its Subsidiaries, or by such entity and one or more of its Subsidiaries; provided that such corporation or other organization shall be a “Subsidiary” solely during the period of such ownership or control.

1.16    “Term” shall mean a period of forty (40) years, commencing on the Distribution Date.

1.17    “Territory” shall mean worldwide, except (i) with respect to all Licensed Products, the territories set forth in Attachment G(2)(i) and (ii) with respect to products falling within the Connected Living Solutions Product Category, the territories set forth in Attachment G(2)(ii) .

1.18    “Third Party” shall mean any entity other than Licensees, Licensor and their respective Affiliates.

1.19     Table of Defined Terms . Except as otherwise set forth in this Agreement, the following terms have the meanings set forth in the Sections referenced below:

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ARTICLE 2 TRADEMARK LICENSE

2.1        License to Home Trademark . Subject to the terms and conditions of this Agreement, Licensor hereby grants to each Licensee, solely in the Territory, during the Term and, if applicable, the Extended Term, an exclusive (subject to Section 4.9), personal, non-transferable (except as set forth in Section 15.1), royalty-bearing license, without the right to sublicense (except as set forth in Section 2.5), to use the Home Trademark under the conditions further described below:

(a)      each Licensee may use the Home Trademark (but no other intellectual property rights of Licensor) solely in connection with the manufacturing, advertising, sale and distribution of Licensed Products, including in advertising and promotional materials for such Licensed Products;

(b)      Licensor shall have the full right to use the Honeywell Trademark in connection with any Licensed Products (including through contract manufacturing);

(c)      Licensor shall have the full right to grant any licenses to its Affiliates or any Third Party under the Honeywell Trademark in connection with the Licensed Products in the Connected Living Solutions Product Category;

(d)      with respect to any Licensed Products other than the Licensed Products in the Connected Living Solutions Product Category, during the Term and, if applicable the Extended Term, Licensor shall only grant licenses under the Honeywell Trademark (x) to its Affiliates or, to the extent not an Affiliate, any joint venture in which Licensor or its Affiliates possess any ownership interest, in each instance, for such entity’s own use of any such Licensed Products, but not to further sublicense to any Third Party and (y) in connection with such Licensed Products manufactured by or for the Honeywell Group, to any Third Party (including OEM/ODM/private label situations and to distributors/dealers/partners to sell such Licensed Products supplied to them).

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2.2        Domain Name License . Subject to the terms and conditions of this Agreement, Licensor hereby grants to each Licensee, solely in the Territory, an exclusive, personal, non-transferable (except as set forth in Section 15.1) license, without the right to sublicense (except as set forth in Section 2.5(a)), to use the Home Trademark as part of the domain names on Attachment H during the Term and the Extended Term, if applicable, provided that (i) such domain names may be used only in connection with Licensees’ SpinCo Business; (ii) Licensees will bear all costs or expenses associated with registration or renewal of such domain names, which costs or expenses shall be credited against Royalties; and (iii) Licensor shall have the full right to use and license the name “Honeywell” and the Honeywell Trademark in connection with any domain names which do not contain “HONEYWELLHOME.”

2.3        Transition License to Honeywell Trademark and POC Trademark . Subject to the terms and conditions of this Agreement, Licensor hereby grants to each Licensee, solely in the Territory, a transitional license to the Honeywell Trademark and POC Trademark, pursuant to the terms set forth on Attachment  I .

2.4        Change of Trade Name . As soon as practicable after the Distribution Date, but no later than six (6) months after the Distribution Date, with respect to the entities set forth in Attachment R , and twenty-four (24) months after the Distribution Date, with respect to the dormant entities set forth in Attachment J , Resideo shall cause each of its Subsidiaries to change its name to another name that does not include the name the “Honeywell” the Honeywell Trademark or any other trademarks owned by Licensor, or any other trademarks or service marks confusingly similar thereto, including making all filings with the appropriate governmental entities in any applicable jurisdiction, as necessary to effect these changes; provided, however, that should any entity set forth in Attachment J become operational at any point during the twenty-four (24) month transitional period, such entity must change its name as set forth in this Section 2.4 as promptly as practicable, but no later than three (3) months from the date on which such entity becomes operational.

2.5        Sublicensing .

(a)       Subsidiaries . Upon execution and delivery to Licensor of a sublicensing agreement in the form set forth on Attachment K , Resideo may grant sublicenses, solely within the scope of the licenses granted in

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Sections 2.1, 2.2 or 2.3, as applicable, solely to any wholly-owned Subsidiary of Resideo that is not then a Licensee, and upon such grant, such wholly-owned Subsidiary shall be deemed a “Licensee.”

(b)     Dealers and Customers . Each Licensee may grant non-exclusive, non-transferable, non-sublicensable sublicenses, solely within the scope of the licenses granted in Sections 2.1 or 2.3, as applicable, to dealers and customers of such Licensee who are in the business of selling the Licensed Products to use the Home Trademark solely in connection with the resale of Licensed Products purchased from such Licensee; provided that such Licensee enters into written, signed agreements with such dealers and customers which contain the sublicense language set forth on Attachment L (each such sublicensed dealers or customers, a “Sublicensee”).

2.6     Enforcement Against Licensed Parties . Without limiting Licensor’s remedies under this Agreement to enforce any breach of this Agreement directly against a Licensee that is not Resideo, Resideo shall be responsible and liable for any breach of this Agreement by any Licensee that is not Resideo or any breach of any authorized sublicensing agreement (pursuant to Section 2.5(b)), or any infringement, misappropriation or other violation of the Licensed Trademarks, by any Sublicensee.

2.7     Historical References Using the Honeywell Trademark . Licensee acknowledges Licensor’s longstanding legacy of using the Honeywell Trademark and the goodwill from such use that has inured to Licensor. Licensee agrees not to use the name “Honeywell” or the Honeywell Trademark in reference to its product or company history, except as part of the approved description set forth in Attachment M or as otherwise approved by Licensor.

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2.8     Home Trademark Jurisdictions . Licensee acknowledges that, as of the Distribution Date, the Honeywell Trademark is only registered by Licensor in connection with the Licensed Products in certain jurisdictions that are set forth on Attachment N . To the extent that a Licensee wishes Licensor to register the Home Trademark in any jurisdiction that is not at that time listed (or has been subsequently added pursuant to this Section 2.8) on Attachment N , Resideo shall notify Licensor and, upon registration, such jurisdiction shall be deemed added to Attachment N . Resideo shall bear the cost of any registrations and filings (and related prosecution activities) for the Home Trademark in each added jurisdiction, which cost shall be credited against Royalties owed for sales in such added jurisdiction. For the avoidance of doubt, Licensor shall maintain and bear the cost of any ongoing maintenance activities with respect to the Licensed Trademark in the jurisdictions set forth in (or subsequently added to) Attachment  N .

2.9     Honeywell Ownership of Licensed Trademarks . The Licensed Trademarks are the sole and exclusive property of Licensor. Except for the license granted under this Agreement and subject to the terms and conditions stated in this Agreement, no Licensee or its Sublicensees shall have any right, title or interest, express or implied, in the Licensed Trademarks and their use, and no Licensee or its Sublicensees shall at any time, either during the Term, Extended Term (if applicable) or after expiration of this Agreement, contest the validity of such Licensed Trademarks or assert or claim any other right to manufacture, sell or offer for sale products under the Licensed Trademarks, or any trademark confusingly similar thereto.

2.10     Reservation of Rights . No license, either express or implied, is granted by Licensor to any Licensee hereunder with respect to any trademark except as specifically stated herein.

2.11     Infringement . While Licensor has no information or reason to believe that the Licensed Trademarks or any registrations for the Licensed Trademarks infringe the rights of any third person, it makes no representation, warranty or guarantee to that effect. If a Licensee receives notice or knowledge that its use of the Licensed Trademarks may infringe trademark or other rights of any third person in the Territory, such Licensee shall, as soon as possible and in no event longer than fifteen (15) business days, report to Licensor in writing the details relating to the potential infringement.

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2.12     Use Solely in Territory . No Licensee or Sublicensee shall make or authorize any use, direct or indirect, of the Licensed Products in any other country outside the Territory and will not knowingly sell the Licensed Products to persons who intend or are likely to resell them in any country outside the Territory. Each Licensee shall use reasonable commercial efforts to ensure that neither such Licensee nor any Third Party acting on behalf of such Licensee (including its Sublicensees) is selling, marketing or distributing Licensed Products outside of the Territory and shall take action at such Licensee’s own costs to prevent any such activities known to such Licensee.

2.13     No Other Trademarks . During the Term of this Agreement, and the Extended Term if applicable, no Licensee shall license or use any other trademark in connection with products that compete with or are similar to the Licensed Products, other than its own trademarks and third party trademarks pursuant to ODM/OEM arrangements with such Licensee.

2.14     Recordation of Agreement . If Licensor decides in its sole but reasonable discretion that this Agreement (or any short-form version of this Agreement) should be recorded with any governmental authorities within the Territory, or if any such prior recordation or application should be amended or updated in any manner, each applicable Licensee shall promptly provide or secure all reasonable assistance requested by Licensor, such as the furnishing of documents and information and the execution of all reasonably necessary documents, as Licensor may reasonably request. Any such costs associated with Licensor’s requests for a Licensee’s assistance shall be borne by Licensor.

ARTICLE 3 ROYALTY AND VOLUME PROVISIONS

3.1     Running Royalties . Resideo shall pay to Licensor running royalties in the amount set forth on Attachment O (“Royalties”).

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3.2     Minimum Royalties Following Assignment or Change of Control . In the event of a Change of Control of Resideo or Resideo’s assignment of this Agreement, in each case, that is approved by Licensor in accordance with Section 15.1, Resideo (in the event of a Change of Control) or the assignee (in the event of assignment) shall pay to Licensor a minimum annual royalty equal to ninety (90) percent of the average Royalties owed by Resideo per calendar year during the three (3) full calendar years immediately preceding the Change of Control or assignment, as applicable (the “Minimum Guaranteed Royalty Payments”). Such Minimum Guaranteed Royalty Payments will be owed each calendar year whether or not Resideo and the other Licensees (or the assignee) make sufficient sales of Licensed Products to owe those amounts in Royalties pursuant to Section 3.1 based upon Net Sales during each specified calendar year. Resideo’s or the assignee’s, as applicable, obligation to pay Minimum Guaranteed Royalty Payments are guaranteed to Licensor, shall survive termination and expiration of this Agreement for the calendar year during which such termination or expiration occurs (except in the case of a termination under Sections 9.1(g), 9.1(h), 9.1(j), 9.1(k), 9.1(l), 9.1(n) or Sections 10.1 or 10.2), in which case the obligation shall survive until the end of the third (3rd) calendar year after the date of such termination) and must be paid according to Section 12.3, except if termination is due to Licensor’s breach pursuant to Section 10.1 or pursuant to Section 9.2.

3.3     Net Sales Following Assignment or Change of Control . In the event of a Change of Control of Resideo or Resideo’s assignment of this Agreement, in each case, that is approved by Licensor in accordance with Section 15.1, Resideo (in the event of a Change of Control) or the assignee (in the event of assignment) shall, following such Change of Control or assignment, be required, for each calendar year during the remainder of the Term, to achieve Net Sales of Licensed Products equal to the greater of (i) ninety (90) percent of the per-year average Net Sales of Licensed Products by all Licensees in the three (3) calendar years immediately preceding such Change of Control or assignment, as applicable (“Minimum Guaranteed Net Sales”) and (ii) the actual Net Sales during such calendar year.

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3.4     Timing . Royalties and Additional Royalties, if applicable, must be received by Licensor within sixty (60) days after the end of each calendar quarter following the Distribution Date in U.S. Dollars based on Net Sales of Licensed Products during the preceding quarter. All payments of Royalties and Additional Royalties, if applicable, shall be made as provided in Attachment P .

3.5     Minimum Guaranteed Royalty Payments . If the Royalties owed in any calendar year are less than the Minimum Guaranteed Royalty Payments in any given year, then Resideo shall also pay Licensor the difference between the Minimum Guaranteed Royalty Payments and the Royalties for such calendar year. Such difference payment shall be paid to Licensor in U.S. Dollars within thirty (30) days after the end of each calendar year following the applicable Change of Control, to the extent that such payments are due. Such payments shall be paid in the same manner set forth above for the payment of Royalties.

3.6     Royalty Report . Each payment of Royalties and Additional Royalties, if applicable, shall be accompanied by a report (“Royalty Report”), in a form substantially similar to Attachment Q and approved by Licensor in Licensor’s reasonable discretion, showing for such quarter:

(a)    the total quantity of Licensed Products sold on a sku basis broken down according to geographic region and product category as indicated on Attachment D (“Product Category”) (with descriptions so that each individual Licensed Product can be identified by sku);

(b)    the total Net Sales value of Licensed Products on a sku basis broken down according to geographic region and Product Category (with descriptions so that each individual Licensed Product can be identified by sku); and

(c)    the amount of Royalties payable to Licensor from the foregoing information.

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3.7     Interest . On any and all amounts that are at any time overdue and payable to Licensor under this Agreement, Resideo shall pay interest to Licensor at the prime lending rate for commercial transactions as printed in The Wall Street Journal on the first day that any payment owed to Licensor is overdue. The payment of such interest shall not replace any of Licensor’s other rights under this Agreement resulting from Resideo’s default by failure to pay any amounts due hereunder. The acceptance of any overdue payments by Licensor at any time does not foreclose or impair Licensor’s ability to collect the owed interest on such payments pursuant to this Section 3.7.

3.8     Records . Resideo further shall:

(a)    preserve and maintain in the ordinary course of business in a facility in the United States accurate and up-to-date records which will contain the data from which amounts due to Licensor under this Agreement can be readily calculated including all inventory and sales records involving the Licensed Products (with manufacturing records maintained in the locations where Licensed Products are manufactured);

(b)    no more than once annually during the Term of this Agreement, and for two (2) years after termination of this Agreement, permit examination of such records at Resideo’s corporate offices during normal business hours and upon reasonable notice by Licensor or Licensor’s representatives at reasonable intervals and under reasonable conditions at Licensor’s expense;

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(c)    permit Licensor or Licensor’s representative, once per calendar year, to review at Resideo’s corporate offices and manufacturing facilities during normal business hours and upon reasonable notice, solely those books and records necessary in making a proper audit and verification of Resideo’s performance of its obligations under this Agreement. Resideo shall, and shall cause the other Licensees to, fully cooperate with Licensor or Licensor’s representative in the course of such audit or investigation and permit Licensor or Licensor’s representative to make copies of such records. Licensor agrees to enter into a confidentiality agreement with respect to such information as the applicable Licensee may reasonably request. In the event that such inspection reveals a discrepancy in the amount of Royalties owed Licensor from what was actually paid, Resideo shall pay such discrepancy, plus interest, calculated at the rate of ONE AND ONE-HALF PERCENT (1 1/2%) per month. In the event that such discrepancy is in excess of ONE HUNDRED FIFTY THOUSAND UNITED STATES DOLLARS ($150,000), Resideo shall reimburse Licensor for the reasonable out of pocket cost of such inspection ( i.e. , auditor’s fees), but not including any attorney’s fees incurred in connection therewith, and Licensor may conduct a second audit of Licensee’s records in that same calendar year.

3.9     Confidential Treatment . Any information furnished by a Licensee to Licensor under this Agreement shall remain such Licensee’s property. All copies of such information in written, graphic or other tangible form shall be destroyed or returned to such Licensee at its request, except that Licensor may retain one copy for archival, audit or dispute resolution purposes. Unless such information was previously known to Licensor free of any obligation to keep it confidential, or has been or is subsequently made public by Licensee or a third party, or provided to Licensor by a third party, without breach of any agreement, it shall be kept confidential by Licensor and shall be used only in performing under this Agreement, and may not be used for other purposes. Notwithstanding the foregoing, Licensor may disclose information furnished by a Licensee as required by its auditors, or in connection with a legal or governmental process, and Licensor agrees to take all reasonable steps to protect the confidential nature of any such information disclosed. Only employees of Licensor who are not involved in the manufacturing, advertising or sale of Licensed Products may take part in the audit provided for in 3.8(c), and all information provided by Licensee to Licensor in connection with obligations in Articles 3, 6 or 7 may not be shared with employees of Licensor who are involved in the manufacturing, advertising or sale of Licensed Products without prior consent from Licensee.

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3.10     Most Favored Nations Pricing . Other than with respect to sales by ADI to Licensor, each Licensee shall provide Licensor most favored nations pricing on all Licensed Products purchased by/sold to Licensor or any of Licensor’s Affiliates. Any such sales of Licensed Products to Licensor or any of Licensor’s Affiliates shall not be subject to Royalties if tracked on the report of Royalties required herein.

4.1     Use of Licensed Trademarks . Except as otherwise provided in this Agreement, each Licensee shall, and shall cause its Sublicensees to, use the Licensed Trademarks (but no other intellectual property rights of Licensor) only on the Licensed Products or in the manufacturing, advertising, distribution and sale of the Licensed Products. For the avoidance of doubt, a Licensee must obtain Licensor’s prior written consent to use of the Licensed Trademarks in connection with any new product not identified in Attachment D and any product identified in Attachment D that has a material change in functionality.

4.2     Restrictions . Neither a Licensee nor any agent of a Licensee shall, without the prior written consent of Licensor, use any of the Licensed Trademarks:

(a)    on or in connection with any products other than the Licensed Products or in the advertising, distribution and sale of any products other than the Licensed Products;

(b)    in close proximity to or in conjunction with any other trademarks or ornamentation, including slogans or taglines, or on the outside label of any package with any other trademarks, other than its own trademarks, except for use by ADI when such business is advertising the fact that is distributes products from multiple manufacturers;

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(c)    as part of a corporate, business or trading name (except as set forth in Attachment R ); or

(d)    attempt to register, register or own in any country:

(i)    the Licensed Trademarks;

(ii)    any domain name incorporating in whole or in part the Licensed Trademarks; or

(iii)    any name, trade name, domain name, keyword, mark or social or business networking/media account or identification name confusingly similar to the Licensed Trademarks, including translations or transliterations of the Licensed Trademarks in other languages.

4.3     Approval . All advertising and promotional materials, including marketing collateral, business cards and Internet web pages or design incorporating any of the Licensed Trademarks (“Copy”) and all trade dress, labels, containers, packaging, tags and displays incorporating the Licensed Trademarks (“Packaging”) must be provided by a Licensee in advance to Licensor for review and approval in writing, not to be unreasonably withheld or delayed by Licensor; provided, however, that:

(a)     Copy and Packaging that are (i) in use by Licensor or its Affiliates in connection with the Licensed Products as of the Distribution Date, (ii) substantially similar to such Copy or Packaging in use by Licensor or its Affiliates in connection with the Licensed Products as of the Distribution Date or (iii) substantially similar to Copy or Packaging that has been approved by Licensor in accordance with this Section 4.3 will be, in each case of (i), (ii) and (iii), deemed approved; and

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(b)     such Copy or Packaging shall be deemed approved by Licensor if Licensor does not provide any comments or objections within ten (10) days of Licensor’s receipt of such proposed Copy or Packaging.

Licensor refusal to approve any Copy or Packaging shall be deemed reasonable in the case of any materials containing or referring to the Licensed Trademarks that in Licensor’s opinion are likely to derogate, erode or tarnish the Licensed Trademarks, or otherwise diminish the value of the Licensed Trademarks. Each Licensee agrees to comply with all reasonable comments and changes required by Licensor in connection with any approval granted by Licensor under this Section 4.3.

4.4     Trademark Use . On all visible Packaging and advertising, the Licensed Trademarks shall be emphasized in relation to the surrounding material, and any use of the Licensed Trademarks shall conform to Licensor’s Corporate Identity Standards, which shall be provided from time to time by Licensor to Licensees. The current version of Licensor’s Corporate Identity Standards is located at http://brand.honeywell.com/. Upon request, a Licensee may obtain a password from Licensor to access these standards. Wherever appropriate, the Licensed Trademarks shall be used as a proper adjective, and the common noun for the product shall be used in conjunction with the Licensed Trademarks. All Packaging shall contain the name, trademark or trade name, and physical address, phone number and main URL of Resideo. Licensees shall refrain from making any statements about the quality, efficiency, or effectiveness of any of the Licensed Products on any product packaging or advertising materials unless Licensees have established the validity of such statements through industry appropriate research and substantiation.

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4.5     Trademark Notice . Licensees shall, and shall cause their Sublicensees to, use the Licensed Trademarks only in accordance with good trademark practice and Licensor’s trademark use guidelines and, if applicable, social media guidelines, annexed hereto as Attachment S , which Licensor may update from time to time upon notice to Licensees (the “Trademark Use Guidelines”). Licensees shall, and shall cause their Sublicensees to, use best commercial efforts to display on all Licensed Products, Packaging and advertising the license notice required by Licensor’s written instructions in effect as of the date of manufacture. Such instructions are provided to Licensee in Attachment T hereof.

4.6     Safety of Licensed Products . All Licensed Products shall be listed and approved by all required listing and approval agencies and shall meet all applicable and then in-effect industry standards and governmental regulations, including, without limitation, SAE and ISO standards. Upon request, any Licensee must promptly submit copies of certificates or other documents confirming that the Licensed Products hereunder meet then in-effect industry standards and government regulations. Under no circumstance is a Licensee permitted to sell under any Licensed Trademarks such Licensed Products which do not meet such standards and/or regulations in connection with the Licensed Products.

4.7     Goodwill . All goodwill resulting from the use of the Licensed Trademarks by Licensees or any Sublicensees, including any additional goodwill that may develop because of Licensees’ or Sublicensees’ use of the Licensed Trademarks, shall inure solely to the benefit of Licensor, and no Licensee or Sublicensee shall acquire any rights in the Licensed Trademarks except those rights specifically granted in the Agreement.

4.8     No Tarnishment . Licensees shall, and shall cause their Sublicensees to, not take any action or omit to take any action which may reasonably be expected to derogate, erode or tarnish the Licensed Trademarks, or otherwise diminish the value of the Licensed Trademarks.

4.9     Product Promotion . Licensees shall, and shall cause their Sublicensees to, use commercially reasonable efforts to promote, market and sell all categories of Licensed Products in commercial quantities into every

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country within the Territory. Licensor reserves the right to convert the license rights granted to all Licensees in Section 2.1 from an exclusive license to a non-exclusive license with respect to any specific Licensed Products in a country within the Territory in the event that no Licensee is selling commercially viable quantities of such Licensed Products into that country within five (5) years of the Distribution Date. Whether sales of Licensed Products rise to the level of commercially viable quantities shall be determined in good faith by the Parties upon review and consideration of current Net Sales, future projected Net Sales provided to Licensor and specific sales plans shared with Licensor for the specific products within the Territory.

4.10     Warranty . Licensees shall offer and honor a warranty on all Licensed Products that is competitive to competing products in the marketplace. Licensees may not make any material changes to limit or lessen such warranties for Licensed Products without prior written approval from Licensor (such approval not unreasonably to be withheld or delayed); no approval from Licensor is needed if Licensees extend the warranty term or conditions for any Licensed Products. Upon request, Licensees shall provide all terms and conditions of their warranty program for the Licensed Products to Licensor for Licensor’s review. Licensees will make any reasonable changes to such warranties suggested by Licensor if reasonably necessary to protect the integrity of the Licensed Trademarks. Licensees may not remove any such changes to the terms of its warranty after approved by Licensor without Licensor’s written approval. The failure by Licensees to honor their warranty terms shall constitute a breach of this Agreement, provided, however, that Licensees reserve the rights to manage their warranty program, including the right to determine whether any particular failure or alleged defect of a Licensed Product is within the scope of the relevant warranty.

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ARTICLE 5   INFRINGEMENTS AND LITIGATION

5.1     Infringement Notice . Licensees agree to give notice promptly in writing to Licensor of any infringement or suspected or threatened infringement by a third party of the Licensed Trademarks in the Territory that it learns of at any time while this Agreement is in effect. Licensees shall take no further steps with respect to such infringement pending instructions from Licensor.

5.2     Initiating Infringement Proceedings . Licensor may decide in its sole discretion whether and what steps should be taken to prevent or terminate infringement of the Licensed Trademarks in the Territory, including the institution of legal proceedings and settlement of any claim or proceeding. Licensor agrees to notify Licensees in writing of Licensor’s decision and course of action as soon as reasonably possible following the receipt of any notice from the Licensees under Section 5.1, above.

5.3     Conducting Infringement Proceedings . Licensor will solely conduct and control any action(s) taken against infringers. Upon Licensor’s request, each applicable Licensee shall join as a party in any such legal proceedings where necessary for the conduct thereof at Licensor’s cost and expense, except for any costs incurred by such Licensee if it retains its own attorneys which shall be paid by such Licensee. Each applicable Licensee will provide or procure reasonable assistance, such as the furnishing of documents and information and the execution of all reasonably necessary documents, as Licensor may reasonably request. Any recovery received from any such infringer or counterfeiter shall be retained solely by Licensor and each Licensee expressly waives any claim therefor; provided, however, that if Licensor recovers money in excess of Licensor’s total costs and expenses, then Licensor shall pay such excess to each applicable Licensee to the extent necessary to offset any verifiable losses such Licensee incurred as a result of the infringement.

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ARTICLE 6   LICENSEES’ ACTIVITIES AND QUALITY OF LICENSED PRODUCTS

6.1     Sole Responsibility . Subject to Section 6.7, Resideo represents and warrants that it or other Licensees that are not Resideo shall be solely responsible for the manufacture, production, sale and distribution of the Licensed Products and will bear all related costs associated therewith.

6.2     Product Quality . Each Licensee shall conduct its business in a dignified manner consistent with the general reputation and importance of the Licensed Trademarks. Each Licensee is familiar both with the recognition and goodwill associated with the Licensed Trademarks and with the high standards of quality and performance associated with the products manufactured and distributed by Licensor under the Licensed Trademarks. Each Licensee shall use reasonable and good faith commercial efforts to safeguard the established goodwill symbolized by the Licensed Trademarks and to maintain the quality and performance standards with respect to its design, manufacture, sale and distribution of the Licensed Products pursuant to this Agreement. Licensed Products shall be of high quality, which is at least comparable to the quality of products sold by the SpinCo Business bearing the Honeywell Trademark prior to the Distribution Date, with which each Licensee is familiar. Each Licensee shall only sell or distribute products under the Licensed Products that in Licensor’s reasonable opinion, do not tarnish, derogate or detract from the good reputation of Licensor or the Licensed Trademarks. All of the Licensed Products manufactured and/or distributed hereunder shall comply with all applicable laws, regulations and established industry standards of the countries in which the Licensed Products are sold or distributed and shall incorporate quality components. Each Licensee shall not sell or distribute any used or sub-standard products or “seconds” under the Licensed Trademarks.

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6.3     Product Samples . From time to time throughout the term of this Agreement, as reasonable, but no more frequently than every other calendar year after the Distribution Date, each Licensee shall, upon Licensor’s request, furnish to Licensor for approval, up to two (2) samples of each different Licensed Product within each Product Category that are manufactured under this Agreement, together with product packaging, so that Licensor can ensure that proper trademark usage is being made by such Licensee. Each Licensee agrees to make available at no charge such additional samples (not to exceed ten (10)) of each Licensed Product as Licensor may from time to time reasonably request for the purpose of comparison with earlier samples to maintain consistent trademark usage. All submissions by a Licensee pursuant to this Section 6.3 shall be at such Licensee’s cost.

6.4     Net Promotor Score . Licensees must obtain a net promotor score with respect to the Licensed Products (the “NPS”) to be calculated on an annual basis. The NPS must be derived in good faith by Licensees based on established methodology and validated by a third party service provider in the field familiar with the methodology for calculating a Net Promotor Score consistent with past practice. The validated NPS must be provided to Licensor within thirty (30) days after receipt, along with summary supporting documentation showing the questions from which the score was derived, summary details about customers who were surveyed, including number of customers and summary responses, and the required third party validation. Licensees will promptly provide Licensor further details about the NPS if reasonably requested by Licensor. Licensees must maintain an annual NPS that is equal to or higher than zero (0), or if higher, the average of the three most recent net promoter scores previously derived by the relevant business (the “Score”). If the NPS is below the Score in any year, then Resideo will meet with Licensor in good faith to discuss and form a plan to raise the next NPS to a level at or above the Score. If the NPS is more than one (1) point below the Score for any two consecutive years, then Licensor will have the right to terminate the Agreement upon notice to Licensees.

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6.5     Quality Audit . Licensor shall have a continuing right to audit and examine the manufacturing steps and processes utilized by Licensees or any permitted third party manufacturers in the manufacture of the Licensed Products as well as their adherence to Licensor’s trademark utilization criteria. No more than once per year at each facility, Licensor’s authorized representatives shall have the right, upon reasonable notice and during normal business hours, to inspect the facilities of Licensees or any permitted third party manufacturers to assure Licensor that the Licensed Products are being produced and utilized in accordance with the requirements of this Agreement and all applicable laws. If Licensor has good cause to believe that issues exist at any facility which may harm its goodwill in the Licensed Trademarks or affect the quality of the Licensed Products, then Licensor or its authorized representatives shall have the right, upon reasonable notice and during normal business hours, to conduct additional inspections of such facilities to confirm that the Licensed Products are being produced and utilized in accordance with the requirements of this Agreement and all applicable laws. Such inspectors and the inspection reports shall be subject to the same confidentiality obligations as described in the audit process in Section 3.9.

6.6     Compliance with Laws . Licensees shall comply with, and assume all costs and responsibilities associated with, all laws, regulations, ordinances and standards anywhere in the Territory relating to or pertaining to the manufacture, sale, distribution, recycling, take-backs, disposal and/or advertising of the Licensed Products (including Proposition 65 in the State of California) or use of the Licensed Trademarks applicable to the Licensed Products. Licensees shall further comply with all ISO, ASTM/SAE and UL Standards as may be legally required for sale and otherwise applicable to the Licensed Products. Licensees shall ensure through inspection and audit that both it and its vendors comply with all laws and other applicable legal, regulatory and safety requirements anywhere in the Territory related to the Licensed Products and to the manufacture, sale, distribution, recycling, take-backs, disposal and/or advertising of the Licensed Products or use of the Licensed Trademarks applicable to the Licensed Products.

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6.7     Third-Party Manufacturers ’ Approval . Prior to the use of a third party for the manufacture of any Licensed Products or components thereof, each Licensee must (a) notify Licensor of the name and address of any such manufacturer, the specific Licensed Products or components thereof to be manufactured by such manufacturer and any other information reasonably requested by Licensor relating to such manufacturer or Licensed Products or components thereof, (b) if requested by Licensor, obtain a signed agreement from such manufacturer confirming Licensor’s rights in the Licensed Trademarks and (c) obtain Licensor’s written permission, not to be unreasonably withheld or delayed, to use such manufacturer. Any third party manufacturer in use by the SpinCo Business as of the Distribution Date is hereby approved; provided that a Licensee furnishes the information set forth in this Section 6.7(a) in writing and the agreement required in Section 6.7(b) no later than six (6) months following the Distribution Date. Licensor shall have the right to visit and inspect the facilities of any approved third party manufacturer no more than once per year to confirm that such manufacturer is in compliance with all terms of this Agreement.

6.8     Third-Party Manufacturers ’ Conduct . Each Licensee shall require that all third party manufacturers employed by such Licensee in the manufacture of the Licensed Products shall comply with all applicable laws and regulations relating to the manufacture of such Licensed Products and meet or exceed such specifications set forth for the Licensed Products while this Agreement is in effect.

(a)      Each Licensee shall remain fully responsible for ensuring that the Licensed Products are manufactured in accordance with the terms of the Agreement, and such Licensee shall take the steps necessary to ensure that the third party manufacturer:

(i)      Produces the Licensed Products only as and when directed by such Licensee;

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(ii)      Does not distribute, sell or supply the Licensed Product to any person or entity other than a Licensee; and

(iii)      Does not delegate in any manner whatsoever its obligations with respect to the Licensed Products.

(b)        In the event that any such manufacturer utilizes the Licensed Trademarks for any unauthorized purpose, the applicable Licensee shall cooperate fully in bringing such utilization to an immediate halt at such Licensee’s sole expense. If, by reason of such Licensee’s not having supplied the above mentioned agreements to Licensor or not having given Licensor the name of any supplier, Licensor makes any representation or takes any action and is thereby subjected to any penalty or expense, such Licensee will compensate Licensor for any such cost or loss sustained.

(c)        Any and all reasonable costs incurred by Licensor that are associated with Licensor’s investigation, seizure and/or detention of Licensed Products manufactured, transported or shipped by a third party used by such Licensee (or any agent of such third party) but unknown to Licensor shall be borne by such Licensee, and such Licensee shall repay such amounts within ten (10) days of receipt of written details of such costs.

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6.9         Home Trademark Predominant Brand . Each Licensee agrees to use the Home Trademark as its predominant brand in connection with the sale of each Product Category of Licensed Products sold by such Licensee. Starting with calendar year 2020, each Licensee guarantees that no less than seventy-five (75) percent of sales of Licensed Products by such Licensee in each Product Category in each calendar year during the Term and, if applicable, Extended Term, excluding sales of Licensed Products within the territories in Attachment G(ii) , shall be of Licensed Products bearing the Home Trademark (the “Guaranteed Sales Percentage”). In addition to the other remedies set forth in this Agreement, in the event total sales by a Licensee of Licensed Products bearing the Home Trademark is below the Guaranteed Sales Percentage in any Product Category in any calendar year during the Term and the Extended Term, if applicable, such Licensee shall pay to Licensor three (3) percent of the difference between (a) seventy-five (75) percent of such Licensee’s total net sales of all products within the specific License Products listed in such calendar year and (b) Licensee’s Net Sales in the same Product Category of Licensed Products bearing the Home Trademark in such calendar year (“Additional Royalties”). In the event that any Licensed Products are deleted as provided herein or by mutual agreement of the Parties, the “Guaranteed Sales Percentage” will be correspondingly reduced to omit such deleted Licensed Products as of the date of notice that such Licensed Products are deleted. The calculation of Guaranteed Sales Percentage shall not apply to Licensed Products: (i) which a Licensee brands with third party trademarks or are manufactured through ODM/OEM arrangements; (ii) branded with Resideo’s GENESIS trademark; or (iii) sales of third party products by ADI. Notwithstanding the above, in the event of a Change of Control of Resideo or Resideo’s assignment of this Agreement, in each case, that is approved by Licensor in accordance with Section 15.1, then the requirements in this Section 6.9 will no longer apply and shall be replaced by the requirements of Section 3.2 and 3.3 pertaining to Minimum Guaranteed Royalty Payments and Minimum Guaranteed Net Sales.

6.10     Licensor ’ s Remedies . Each Licensee acknowledges and agrees that its selling of, or failure to cease sales of, Licensed Products not in substantial compliance with the standards set forth in this Article 6 may cause irreparable injury to Licensor. Any action taken pursuant to this Article 6 shall be without prejudice to any Party’s right to the remedies set forth in Article 9 herein. In addition, Licensor reserves its rights with respect to all equitable remedies in the event of any failure by a Licensee to comply with the terms of this Article 6, including the sale or distribution of products not in compliance with the quality control provisions stated herein. Without limiting the foregoing, Licensor shall have the right to (i) require a Licensee to suspend sale, distribution and

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marketing of any Licensed Products that are, in Licensor’s sole but reasonable discretion, not in substantial compliance with the standards set forth in this Article 6, and such Licensee shall immediately comply with any such instruction and (ii) have such Licensee declare a recall of any line of Licensed Products if Licensor reasonably determines that such recall is necessary to prevent further damage or destruction of property and/or to prevent or eliminate any threat to the health or safety of consumers. Such Licensee shall bear all reasonable costs (but excluding Licensor’s internal time and efforts) related to any such recall of Licensed Products, whether voluntary, required by government, or by Licensor. In the event of such a recall, such Licensee will consult with Licensor, regarding all aspects of handling such recall including media releases.

6.11     Licensor’s Conduct .

Licensor shall conduct its business in a dignified manner consistent with the general reputation and importance of the Licensed Trademarks.

ARTICLE 7   CUSTOMER SERVICE REQUIREMENTS

7.1     Customer Service Requirements . Licensees shall provide responsive and high quality customer service related to the Licensed Products. All employees of Licensees shall be knowledgeable and courteous in answering customer service inquiries and resolving Complaints regarding the Licensed Products. Licensees’ Customer Service will also meet the requirements and metrics set forth on Attachment U .

7.2    If in Licensor’s sole but reasonable opinion, any Licensee is not meeting the customer service requirements as reflected in Attachment U , Licensor shall notify Resideo in writing. Such notification shall constitute notice that Licensees are in breach of the Agreement and that the Agreement may be terminated in accordance with Article 9 if such breach is not cured within sixty (60) days to Licensor’s reasonable satisfaction.

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ARTICLE 8   DURATION

8.1     Term . This Agreement shall become effective pursuant to the terms of Section 18.15 and, unless sooner terminated under the provisions herein, will continue in force for the Term.

8.2     Extended Term . This Agreement may be extended for an additional period of time determined by the Parties (“Extended Term”) upon mutual consent of the Parties.

ARTICLE 9   IMMEDIATE TERMINATION

9.1     Termination by Licensor . On the occurrence of any of the following breach events, this Agreement or individual Licensed Products may be terminated by the Licensor for all Licensees, effective on delivery to Resideo of notice in accordance with Section 18.9 of this Agreement:

(a)      The attempted assignment by any Licensee of this Agreement or any right or license granted under it in contravention of the terms of Article 15 of this Agreement;

(b)      Any Licensee knowingly conceals revenue, knowingly maintains false books or records, falsifies information or otherwise defrauds or makes false representations to Licensor or knowingly submits any reports or documentation, including Royalty Reports, to Licensor which contain misrepresentations or omissions of material facts;

(c)      Resideo fails, for any two (2) consecutive calendar quarters, to pay Royalties or Additional Royalties, as applicable, within the time frame specified above (even if payment of such Royalties or Applicable Royalties for such calendar quarters is subsequently made, with or without interest), except in the event of a provable and purely administrative error for any one quarter which was cured by Resideo within fourteen (14) days of receiving notice from Licensor;

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(d)      Resideo fails, for any two (2) consecutive calendar quarters, to make any report any Royalties or Additional Royalties, as applicable, except in the event of a provable and purely administrative error which is substantiated by Resideo and cured within fourteen (14) days of receiving notice from Licensor;

(e)      If applicable pursuant to Section 3.3, Licensee (in the event of a Change of Control) or the assignee (in the event of an assignment) fail to achieve Minimum Guaranteed Net Sales for all Licensed Products in aggregate for two (2) consecutive calendar years;

(f)      Resideo’s Subsidiary, New HAPI Inc. (or its successors or assigns), fails to comply with all material obligations, including the payment obligations, set forth in the Indemnification and Reimbursement Agreement by and between New HAPI Inc. and Licensor;

(g)      Any Licensee fails to pay its vendors or suppliers in a timely manner on ten (10) occasions within any twelve (12) month period, absent a bona fide dispute with respect to amounts due and owing to such distributors, vendors or suppliers;

(h)      An auditor issues a “going concern opinion” about any Licensee at any time;

(i)      Licensees fail to meet the Minimum Guaranteed Net Sales, if applicable, in any two (2) consecutive calendar years;

(j)      If the NPS is more than one (1) point below the Score for any two consecutive years;

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(k)      Any Licensee incurs: (i) recalls of Licensed Products which are materially greater than its past history regarding such products and which created a substantial product hazard or an unreasonable risk of serious injury or death that demonstrably caused serious harm or death to a consumer; or (ii) incurs a recall of Licensed Products which was directly related to a catastrophic loss of life or harm to consumers, and further that in either case, Licensor in its sole but reasonable opinion decides that termination of the Agreement is necessary to protect the Honeywell Trademark or the Home Trademark following good faith discussions with such Licensee;

(l)      The repeated mandating of a ban or recall of any Licensed Products by any governmental agency for product safety or quality issues and which are materially greater than its past history regarding such products; provided, however, that Licensor may only exercise the termination right granted in this Section with respect to the associated lines of Licensed Products that are the subject of such bans or recalls;

(m)      All Licensees’ cessation or termination of its business operations related to the Licensed Products; or

(n)      The declaration of insolvency by any Licensee or the seeking of protection under any bankruptcy, receivership, creditors arrangement or comparable proceeding by such Licensee, or if any such proceeding is instituted against such Licensee.

9.2       Change of Control .

(a)      Upon a Change of Control of Resideo, this Agreement shall immediately and automatically terminate for all Licensees, unless Resideo has obtained prior written consent to such Change of Control from Licensor.

(b)      If any wholly-owned Subsidiary of Resideo’s ceases to be wholly-owned by Resideo (including upon a Change of Control of such Subsidiary), this Agreement shall immediately and automatically terminate with respect to such Subsidiary and it will no longer be a Licensee.

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ARTICLE 10   TERMINATION ON BREACH AFTER CURE PERIOD

10.1    In addition to any right of termination which either Party may have by virtue of law, and in addition to the right to terminate this Agreement under Article 9 of this Agreement, if either Party commits any material breach of the Agreement and fails to cure the breach to the non-breaching Party’s reasonable satisfaction within a period of thirty (30) days after receipt of written notice specifying the nature of the breach, the Parties agree to negotiate in good faith to resolve such dispute prior to seeking alternative relief (except in the event that a continuing breach will cause irreparable harm to the Honeywell Trademark, in which case Licensor is free to seek alternative relief other than termination). Either Party may at any time deliver a written notice to the other Party that it wishes to refer a dispute for discussion between senior executives of the Parties. Following receipt of such notice each Party shall promptly designate one of its senior executives to negotiate in good faith to resolve such dispute within sixty (60) business days (or such longer period of time as such officers may agree in writing) of receipt of such notice. If at the end of such sixty (60) days (or longer if mutually extended) the designated executives have not fully resolved the dispute to their mutual satisfaction, the complaining Party is free to seek an alternative remedy consistent with the terms of this Agreement. For the avoidance of doubt, each of the Parties commits to negotiate in good faith in an attempt to avoid termination of the Agreement resulting from a breach. If after the expiration of the cure period and the period of negotiation between senior executives (if requested), the defaulting Party has failed or refused to fully remedy the breach, this Agreement may be terminated upon giving of notice by the terminating Party to the defaulting Party. For purposes of this Section, a breach of any of the following shall be deemed to be a material breach: Sections 2.1-2.13; Sections 3.1-3.9; Article 4; Article 5; Article 6; Article 7; Sections 9.1 and 9.2; Article 14; and Article 15. With respect to other provisions of this Agreement, a material breach is a breach which would have a material adverse effect, as is reasonably defined based on industry standards.

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10.2    Notwithstanding Section 10.1 and for the avoidance of doubt, in the event of a breach involving the payment of money, except in the situation where the payment amount is in dispute as the result of an audit, the Party in breach will have ten (10) business days to cure such breach. If after the expiration of such period the defaulting Party has failed or refused to fully remedy the breach, this Agreement may be terminated upon giving of notice by the terminating Party to the defaulting Party.

ARTICLE 11   REMEDIES AND LIMITATIONS OF LIABILITY

11.1     Good Faith Resolution . Without limiting any rights or remedies of any Party under this Agreement, the Parties agree to work in good faith to resolve any disputes relating to the ongoing or historical use of the Licensed Trademarks.

11.2     Remedies Cumulative . The right of either Party to terminate this Agreement is not an exclusive remedy and either Party shall be entitled alternatively or cumulatively to damages and claims for breach of this Agreement or to any other remedy available under the laws of the applicable jurisdiction.

11.3     Irreparable Harm . Each Licensee acknowledges that a breach by it of this Agreement may cause Licensor irreparable damage which cannot be remedied in monetary damages in an action at law and may also constitute infringement of the Home Trademark. In the event of any breach that could cause irreparable harm to Licensor, or cause some impairment or dilution of its reputation, goodwill or the Home Trademark, Licensor shall be entitled to an immediate injunction to cease or prevent such irreparable harm, without being required to show actual damage or post an injunction bond, in addition to any other legal or equitable remedies available at law.

11.4     Prevailing Party in Dispute . In the event of a dispute between the Parties, the prevailing party shall be entitled to recover its costs, expenses and attorneys’ fees incurred in connection with enforcing the terms of this Agreement

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or preventing misuse of the Home Trademark. A “prevailing party” shall mean a Party who receives all or substantially all of the relief sought by such Party in an adjudication of its claims arising out of or related to this Agreement before a court of law or other agreed upon tribunal.

11.5     Survival . No expiration or termination of this Agreement for whatever cause shall affect any right or obligation of either Party:

(a)      which is vested pursuant to this Agreement as of the effective date of such expiration or termination; or

(b)      which is intended to survive expiration or termination of this Agreement, including Licensee’s ongoing obligation to abide by Article 1, Section 2.4, Section 2.6, Section 2.7, Section 2.9, Articles 3 through 6, Articles 11 through 14 and Articles 17 through 18. In addition, nothing herein shall be construed as granting any Licensee any vested rights in the Home Trademark.

11.6     IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY MATERIALS PROVIDED HEREUNDER EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH DAMAGES. THE ABOVE DISCLAIMER OF LIABILITY DOES NOT APPLY TO ANY PAYMENT OBLIGATIONS OWED TO LICENSOR HEREUNDER, INCLUDING PAYMENT OF ROYALTIES, ADDITIONAL ROYALTIES AND MINIMUM GUARANTEED ROYALTY PAYMENTS.

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ARTICLE 12   CONSEQUENCES OF TERMINATION

12.1     Consequences . Upon the expiration of this Agreement or upon the termination of this Agreement by either Party for whatever reason, each Licensee shall, and shall cause its Sublicensees to:

(a)      Other than as set forth in section 12.2 below, immediately cease all use of the Licensed Trademarks in any manner whatsoever and shall not thereafter use any word, expression, design, or symbol as a trademark, trade name, domain name or otherwise which is confusingly similar thereto, which may constitute a colorable imitation thereof or in any other manner whatsoever;

(b)      thereafter refrain from indicating or representing that such Licensee or Sublicensee, as applicable, is a trademark licensee or Sublicensee, as applicable, of Licensor; and

(c)      thereafter refrain from directly or indirectly using or displaying any advertising or promotional material or performing any other act which might reasonably cause anyone to believe such Licensee or Sublicensee, as applicable, to be a trademark licensee or Sublicensee, as applicable, of Licensor including ceasing use of Copy, Packaging and/or any advertising, promotional or packaging material that is similar to any such material used in connection with the Licensed Products.

12.2     Sell-off Period . Provided that Resideo has paid all Royalties, Additional Royalties and the difference between the Minimum Guaranteed Royalty Payments and the Royalties (pursuant to Section 3.5), each as applicable, owed to Licensor through the date of termination of this Agreement, then for a period of not more than one (1) year following termination of this Agreement (the “Sell-off Period”), except for termination arising out of any breach of this Agreement by any Licensee or pursuant to Section 9.1 or Article 10, each Licensee may deliver for sale, but solely at ordinary prices, any Licensed Products bearing the Home Trademark in the possession or under the control of such Licensee at the date of termination, subject to the payments called for in Article 3 and the provisions of Article 6. For the avoidance of doubt, the Sell-off Period shall not apply to the Honeywell Trademark or the POC Trademark.

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12.3     Unpaid Minimum Guaranteed Royalty Payments . Upon termination of this Agreement for whatever reason, other than Licensor’s breach or solely pursuant to Section 9.2, three (3) calendar years’ worth of unpaid Minimum Guaranteed Royalty Payments as set forth in Section 3.2 shall become immediately due and payable. The requirement by Licensor of the payment of such unpaid Minimum Guaranteed Royalty Payments specified in this Section shall not limit any other relief to which Licensor may be entitled in law or equity.

12.4     Nature of Payment . In connection with the payment required in Section 12.3 in the event of termination (the “Payment”), the Parties acknowledge that:

(a)      any actual loss to Licensor from termination of this Agreement prior to the end of the Term is inherently uncertain, not readily ascertainable, and incapable of precise quantification as of the execution hereof;

(b)      the Payment represents only the minimum amount that Licensor would have received had the Agreement not been terminated, rather than the actual amount that Licensor would have received, and therefore represents a compromise by Licensor;

(c)      the Payment is intended solely to compensate Licensor and not as a penalty;

(d)      the Parties believe the Payment is not disproportionate to the anticipated likely loss to be suffered by Licensor;

(e)      the Payment agreed to knowingly by Licensee, a sophisticated party represented by experienced counsel; and

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(f)      Licensor is not obligated to seek to mitigate the damage sustained by Licensor.

12.5    The provisions in Sections 12.3 and 12.4 shall supersede any contrary provision herein relating to payment due to Licensor upon termination of this Agreement.

ARTICLE 13 WARRANTIES

13.1     WARRANTY DISCLAIMER BY LICENSOR . ALL OF THE RIGHTS PROVIDED IN THIS AGREEMENT ARE PROVIDED ON AN AS-IS, WHERE-IS BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.

13.2     Warranty by Resideo . Resideo has all necessary corporate power and authority to execute and deliver this Agreement on behalf of itself and its wholly-owned Subsidiaries, to perform its obligations hereunder and to cause its wholly-owned Subsidiaries to perform their obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Resideo and the consummation by Resideo of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Resideo and no other corporate proceedings on the part of Resideo are necessary to approve this Agreement or to consummate the transactions contemplated hereby on its own behalf or on behalf of any of its wholly-owned Subsidiaries. This Agreement has been duly executed and delivered by Resideo and, assuming the due authorization, execution and delivery by Licensor, constitutes a valid and binding obligation of Resideo and its wholly-owned Subsidiaries, enforceable against each of Resideo and its wholly-owned Subsidiaries in accordance with its terms.

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ARTICLE 14 INDEMNIFICATION AND INSURANCE

14.1     Indemnity by Licensor . Licensor shall indemnify, defend and hold harmless each Licensee from any and all liability, claims, demands, expenses (including reasonable attorney fees), direct losses or damages, fines, penalties, judgments and costs, but not including consequential, incidental or punitive damages or lost profits, in each case, arising from: (a) any allegation that such Licensee’s proper use of the Licensed Trademarks in accordance with this Agreement infringes the trademark rights of any Third Party; (b) Licensor’s negligence in the advertising, sale, installation or maintenance of Licensed Products; or (c) any violation of law by Licensor or its employees or agents related to the Licensed Products (collectively, “Licensor Indemnity Claim”). If a Licensee receives notice or knowledge of a Licensor Indemnity Claim, such Licensee shall, as soon as possible, report to Licensor in writing the details of such claim and take no further steps with respect to such matter pending instructions from Licensor. Licensor shall not be liable to indemnify any Licensee for any settlement of any Licensor Indemnity Claim effected without the Licensor’s express prior written consent. With respect to matters within clause (a) above, Licensor may decide in its sole discretion what steps should be taken to address such matter and will solely conduct and control any action(s) taken in response to such matter. Any applicable Licensee shall join as a party in any such legal proceedings where necessary for the conduct thereof at Licensor’s cost and expense, except for any costs incurred by such Licensee if it retains its own attorneys which shall be paid by such Licensee. Such Licensee will provide or procure reasonable assistance as Licensor may reasonably request in defense of any Licensor Indemnity Claim.

14.2     Indemnity by Licensee . As between Licensor and Licensees and regardless of the termination or expiration of this Agreement, each Licensee assumes full responsibility for all liability, claims, demands, expenses (including reasonable attorney fees) and damages, including claims for defective products

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as well as damages to property or injury to persons (including death) arising out of or otherwise in relation to the manufacture, sale or use of the Licensed Products (excluding actions solely involving claims relating to the Licensed Trademarks infringing the rights of others in the Territory or any actions arising out of Licensor’s required indemnities as set forth in Section 14.1 above) and/or any actions of its employees, including product liability, liability arising out of alleged defects or deficiencies in the Licensed Products, patent infringement, product recycling or take-backs, negligence, false advertising, breach of warranty, fraud, misrepresentation, breach of obligations to third parties and/or violation of any law in any country (collectively, “Indemnified Claims”). Each Licensee agrees to defend, indemnify, save and hold harmless Licensor, its successors, assigns, officers, directors, agents and employees, against any and all claims, costs, (including court costs and attorneys’ fees), proceedings, liabilities, loss, damage, injury or death arising out of or relating to any Indemnified Claims. Licensor will provide or procure reasonable assistance as such Licensee may reasonably request in defense of any Indemnified Claims.

14.3     Insurance . In addition to the foregoing indemnification as set forth in Section 14.2, while this Agreement is in effect, and for a period of three (3) years after termination or expiration of this Agreement, each Licensee shall maintain, comprehensive general liability and product liability insurance in an amount no less than five (5) million U.S. Dollars ($5 million) combined single limit, with a deductible that is reasonably standard for the business, for each single occurrence for bodily injury and/or for property damage. In addition:

(a)      Each Licensee shall have Licensor, its partners, partnerships, joint ventures, parents, Subsidiaries, and affiliated companies and their respective employees, officers and agents listed as additional insured parties therein in its insurance policies, except worker’s compensation insurance.

(b)      Promptly upon request, each Licensee shall furnish written certificates establishing that said insurance has been procured and is being properly maintained and that the premiums therefore are paid, and specifying the names of the insurers and the respective policy numbers and expiration dates.

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(c)      Members of Licensor’s Finance, Licensing and Legal departments may examine true and actual copies of the policies. Insurance carriers providing coverage are to be AM Best “A” rated.

(d)      Each policy shall provide that thirty (30) days prior written notice shall be given to Licensor in the event of cancellation or material change of insurance coverage or endorsements required hereunder.

14.4    The obligations required in this Article 14 shall survive expiration or termination of this Agreement solely with respect to Licensed Products sold under this Agreement.

ARTICLE 15 ASSIGNMENT AND CHANGE OF CONTROL

15.1     No Assignment or Change of Control .

(a)      The rights granted to Resideo pursuant to this Agreement are personal to Resideo and may not be assigned, by operation of law or otherwise, nor may Resideo delegate its obligations hereunder without the written consent of Licensor.

(b)      The rights granted to Resideo’s wholly-owned Subsidiaries pursuant to this Agreement are personal to each such Subsidiary and may not be assigned, by operation of law or otherwise, nor may such Subsidiary delegate its obligations hereunder.

(c)      Any attempted assignment in violation of this Article 15 shall be null, void and of no effect.

15.2     Consent not Unreasonably Withheld . Licensor agrees not to unreasonably withhold its consent to the assignment of this Agreement in the event of the sale of all or substantially all of the business of Resideo and all of its

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Subsidiaries that are associated with the Licensed Products, or a Change of Control of Resideo and all of its Subsidiaries, in each case to (i) a financial sponsor or private equity firm with total assets under management of at least $10 billion or (ii) any entity set forth on Attachment V .

15.3     Assignment by Licensor . Licensor may assign its rights and obligations in this Agreement, in whole or in part without restriction; provided that any such assignment will be subject to, this Agreement and the rights granted herein to Licensee. In the event of an assignment of Licensor’s rights and obligations in this Agreement to a purchaser of all or substantially all of the assets or ownership interests of Honeywell Group, Resideo will have the right to terminate this Agreement by providing written notice of Resideo’s intention to terminate to Licensor no later than thirty (30) days after the closing date of the sale of such assets or ownership interests of Honeywell Group. Such termination will be effective as of six (6) months after the closing date of the sale of such assets or ownership interests of Honeywell Group and otherwise be subject to the requirements herein.

ARTICLE 16 UNDERSTANDINGS IN THE EVENT OF BANKRUPTCY

16.1    In the event that any Licensee seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against any Licensee, while the Agreement is active, such Licensee acknowledges and agrees that:

(a)      For purposes of 11 U.S.C. Section 365(c)(1) and Sections 365(e)(2)(A)(i) and 365(e)(2)(A)(ii), the term “applicable law” is federal trademark law - i.e., the Lanham Act (15 U.S.C. Section 1051, et seq.), and such Licensee’s right to use the Licensed Trademarks is personal to such Licensee and is non-assumable or assignable without Licensor’s consent;

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(b)      Notwithstanding anything set forth herein to the contrary, Licensor does not consent to such Licensee’s continued use of the Licensed Trademarks, such Licensee’s exercise of any rights provided in this Agreement or such Licensee’s assignment and/or assumption (including assumption and assignment) of the Agreement;

(c)      Such Licensee will not oppose any motion by Licensor for relief from the automatic stay of 11 U.S.C. Section 362(a) so that Licensor may terminate this Agreement, for cause; it is further agreed and acknowledged that “cause” includes such Licensee’s inability to assume and/or assign the Agreement; and

(d)      Such Licensee will not oppose any motion, including on shortened notice, by Licensor to compel rejection of this Agreement under 11 U.S.C. Section 365(d).

ARTICLE 17 NO RIGHT OF SET-OFF

17.1    Neither party shall have the right to set off any money owed by one to the other with respect to obligations within this Agreement.

ARTICLE 18 MISCELLANEOUS

18.1     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.

18.2     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, it being understood and agreed that no provision contained herein, and no act of any Party or any of such Party’s Affiliates, shall be deemed to create any relationship between the Parties or their respective Affiliates, other than the relationship set forth herein. Each Party shall act under this Agreement solely as an independent

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contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates. This Agreement further does not create any right to an exclusive commercial agent relationship with respect to the Licensed Trademarks nor any right to appoint an exclusive commercial agent with respect to the Licensed Trademarks in any country or territory in the world, including within the Territory.

18.3     Press Releases . Neither Party will make any public statement or other announcement (including issuing a press release) relating to this Agreement or the relationship between the Parties, including the termination of this Agreement, without the prior written approval of the other Party. Any joint announcement or press release shall be issued only after both Parties agree in writing to the timing and wording of the announcement or press release.

18.4     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 only after 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, the Separation Agreement, the other Ancillary Agreements as defined in the Separation Agreement and the Exhibits, Schedules and Attachments 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.

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18.5     Governing Law; Jurisdiction . Any disputes arising out of or relating to this Agreement, including, without limitation, to its execution, performance, or enforcement, 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 any state or federal court sitting in New York City in the State of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any of the transactions contemplated hereby, including, without limitation, to their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert and shall hereby waive any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 18.5, Section 18.6 and Section 18.7 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

18.6     WAIVER OF JURY TRIAL . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING, WITHOUT LIMITATION, THEIR EXECUTION, PERFORMANCE OR ENFORCEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED

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BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

18.7     Specific Performance . Subject to Section 10.1, 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.

18.8     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.

18.9     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. The record address of Licensor is:

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with copies to:

The record address for Resideo (which shall receive every notice required or contemplated by this Agreement on its own behalf and on behalf of its wholly-owned Subsidiaries) for this purpose is:

Attention:                                  

with a copy to:

Attention:                                  

Either Party may, at any time, substitute for its previous record address any other address by giving written notice of the substitution. Without prejudice to the notice obligations set forth in this Section 18.9, to the extent Licensee wishes to contact Licensor regarding certain specified topics, a list of such topics and the applicable contact information (which may be updated by Licensor from time to time) is set forth on Attachment W .

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18.10     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.

18.11     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.

18.12     Waivers of Default . No failure or delay of any Party 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.

18.13     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.

18.14     Joint Preparation and Drafting . This Agreement shall be deemed to have been drafted and prepared jointly by the Parties so that any ambiguity in this Agreement shall not be construed against either Party on that basis alone.

18.15     Effect . This Agreement shall take effect only upon satisfaction of the following:

(a)      Due execution of the Agreement by all Parties; and

(b)      Delivery of a fully signed version of the Agreement to Licensor.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized.

Resideo Technologies, Inc., on behalf of itself and its wholly-owned Subsidiaries

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