Exhibit 10.3
MAN GROUP PLC
AND
MF GLOBAL LTD
TRANSITIONAL SERVICES AGREEMENT -
FOR COMPANY SECRETARIAL SERVICES BY MAN GROUP PLC
CONTENTS
This Agreement is made on 2007
BETWEEN:
WHEREAS:
CLIFFORD CHANCE LLP
Clause
Page
1.
Interpretation
1
2.
Condition Precedent, Commencement, Term And Extension
4
3.
Services - Scope, Standards, Form And Changes
5
4.
IT, IP And Third Party Consents
6
5.
Exit Planning
9
6.
MF Global Requirements And MGP Relief
10
7.
Fees And VAT
10
8.
Contract Management
11
9.
Termination
12
10.
Consequences Of Termination
13
11.
Change Control Procedure
15
12.
Liability
16
13.
Force Majeure
17
14.
Audit Rights
17
15.
Data Protection And Regulatory Matters
18
16.
Third Parties’ Rights And Liability
18
17.
Disputes And Arbitration
19
18.
General
19
SCHEDULE 1 S ERVICES S CHEDULE
23
(1) MAN GROUP PLC, a company incorporated under the laws of England, whose registered office is at Sugar Quay, Lower
Thames Street, London, EC3R 6DU (Registered in England No. 2921462) (“ MGP ”); and
(2) MF GLOBAL LTD, a company incorporated under the laws of Bermuda, whose registered office is at Clarendon House, 2
Church Street, Hamilton HM 11 Bermuda (Registered in Bermuda No. 39998) (“ MF Global ”).
(A) Pursuant to an agreement (the “ Master Separation Agreement ”) dated on or about the date of this Agreement between
MGP and MF Global, the parties agreed to the Separation in relation to the IPO of MF Global (as each term is defined in the
Master Separation Agreement).
(B) MF Global requires certain company secretarial services (specified in the Services Schedule) to be provided to it and other
Affiliates of MF Global on a transitional basis on and following the date of the IPO on the terms of this Agreement. MGP
has agreed to p