ADT 2012 Annual Report Download - page 87

OTHER MATTERS
Certain Relationships and Related Party Transactions
In order to govern certain ongoing relationships between the Company, Pentair and Tyco after the Spin-off
and to provide mechanisms for an orderly transition, the Company, Pentair and Tyco have entered into the
Pentair Separation and Distribution Agreement, the Company and Tyco have entered into the ADT Separation
and Distribution Agreement and the Company, Tyco or Pentair, as applicable, have entered into other agreements
pursuant to which certain services and rights will be provided for following the Spin-off, and the Company,
Pentair and Tyco have agreed to indemnify each other against certain liabilities arising from their respective
businesses.
The following is a summary list of the material agreements we have entered into and intend to enter into
with Tyco and Pentair:
• transition services agreements with Tyco in connection with the transactions, including a master
transition services agreement and an agreement governing the provision of services in Canada;
• a tax sharing agreement with Tyco and Pentair that governs the rights and obligations of the Company,
Tyco and Pentair for certain pre-Separation tax liabilities, including Tyco’s obligations under the tax
sharing agreement among Tyco, Covidien Ltd., and TE Connectivity Ltd. entered into in 2007;
• a non-income tax sharing agreement with Tyco that governs the respective rights, responsibilities and
obligations of Tyco and the Company after the distributions with respect to tax returns, tax liabilities,
tax contests and other tax matters regarding non-income taxes related to specified legal entities;
• a trademark agreement with Tyco in connection with the Spin-off that governs each party’s use of
certain trademarks;
• a patent agreement with Tyco in connection with the Spin-off under which Tyco agreed to provide to
the Company and its affiliates with a release and covenant not to sue under Tyco and Affliliates’ pre-
Spin-off patent portfolio (excluding certain patents from Tyco’s businesses) for the continued
manufacture, use and sale of pre-Spin-off products (and certain modifications thereof), whether
manufactured internally or by the same pre-Spin-off suppliers;
• monitoring service agreements in the United States and Canada pursuant to which the Company and
Tyco will each provide alarm receiving and notification and associated services for certain of each
other’s customers in the United States and Canada;
• guard services agreements in the United States and Canada pursuant to which the Company will
provide alarm response and patrol services for Tyco’s customers in certain parts of the United States
and Tyco will provide such services for ADT’s customers in certain parts of Canada;
• a master supply & purchasing agreement with Tyco to provide for the supply of Tyco products to the
Company for installation at the Company’s customer sites;
• certain subleases where the Company and Tyco are physically co-located; and
• an agreement with Edward Breen to provide consulting and advisory services to the Company on
strategic and general corporate matters.
The foregoing is not a complete description of the terms of these Agreements we have entered into and
intend to enter into with Tyco and Pentair. For further information about the terms of these Agreements, please
see our Form 10-K for the fiscal year ended September 28, 2012 filed with the SEC on November 27, 2012 and
other periodic reports and registration statements that have been filed by the Company with the SEC.
Registered and Principal Executive Offices
The registered and principal executive offices of The ADT Corporation are located at 1501 Yamato Road,
Boca Raton, Florida 33431. The telephone number there is [phone].
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