SEPARATION AND DISTRIBUTION AGREEMENT

Exhibit 10.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

NCR CORPORATION

and

TERADATA CORPORATION

Dated as of August 27, 2007

TABLE OF CONTENTS

ii

iii

iv

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of August 27, 2007, is by and between NCR Corporation, a Maryland corporation (“NCR”), and Teradata Corporation, a Delaware corporation (“Teradata”). Capitalized terms used herein shall have the respective meanings assigned to them in Article I hereof.

WHEREAS, the Board of Directors of NCR has determined that it is in the best interests of NCR and its shareholders to separate NCR’s existing businesses into two independent businesses;

WHEREAS, in furtherance of the foregoing, it is appropriate and desirable to transfer the Teradata Assets to Teradata and its Subsidiaries and to cause Teradata and its Subsidiaries to assume the Teradata Liabilities, all as more fully described in this Agreement and the Ancillary Agreements;

WHEREAS, the Board of Directors of NCR has further determined that it is appropriate and desirable, on the terms and conditions contemplated hereby, for NCR to distribute to holders of shares of NCR Common Stock the outstanding shares of Teradata Common Stock owned directly or indirectly by NCR;

WHEREAS, the Distribution is intended to qualify as a tax-free spin-off under Section 355 of the Code;

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

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement the following terms shall have the following meanings:

1.1 Action means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

1.2 Affiliate of any Person means a Person that controls, is controlled by, or is under common control with such Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

1.3 Agent means the distribution agent to be appointed by NCR to distribute to the shareholders of NCR the shares of Teradata Common Stock held by NCR pursuant to the Distribution.

1.4 Agreement means this Separation and Distribution Agreement, including all of the Schedules hereto.

1.5 Ancillary Agreements means the Commercial Agreements, the Employee Benefits Agreement, the Intellectual Property Agreements, the Interim Services and Systems Replication Agreement, the Real Property Documents, the Tax Sharing Agreement, the agreements and other documents comprising the Non-U.S. Plan and the instruments, assignments and other documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement, including Article II hereof.

1.6 Arbitration Act means the United States Arbitration Act, 9 U.S.C. §§1-16, as the same may be amended from time to time.

1.7 Assets means assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible 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 electronic, in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form;

(b) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office 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 easements, 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 and all other investments in securities of any Person;

(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, agreements or commitments;

2

(g) all deposits, letters of credit and performance and 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 domestic and foreign patents, copyrights, trade names, trademarks, service marks and registrations and applications for any of the foregoing, mask works, trade secrets, inventions, other proprietary information and licenses from third Persons granting the right to use any of the foregoing;

(j) all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions;

(k) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(l) all prepaid expenses, trade accounts and other accounts and notes receivables;

(m) all rights under contracts or agreements, all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

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

(o) all licenses (including radio and similar licenses), permits, approvals and authorizations which have been issued by any Governmental Authority;

(p) cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(q) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

1.8 ATMs means automated teller machines.

1.9 Code means the Internal Revenue Code of 1986, as amended.

1.10 Commercial Agreements means the agreements listed on Schedule 1.10 hereto.

1.11 Commission means the Securities and Exchange Commission.

3

1.12 Consents means any consents, waivers or approvals from, or notification requirements to, any third parties.

1.13 Delayed Transfer Assets means any Teradata Assets that are expressly provided in this Agreement or any Ancillary Agreement to be transferred after the date of this Agreement.

1.14 Delayed Transfer Liabilities means any Teradata Liabilities that are expressly provided in this Agreement or any Ancillary Agreement to be assumed after the date of this Agreement.

1.15 Disclosure Documents shall mean any registration statement (including any registration statement on Form 10) filed with the Commission by or on behalf of any party or any of its controlled Affiliates, and also includes any information statement, prospectus, offering memorandum, offering circular (including franchise offering circular or any similar disclosure statement) or similar disclosure document, whether or not filed with the Commission or any other Governmental Authority, which offers for sale or registers the transfer or distribution of any security of such party or any of its controlled Affiliates or which otherwise describes the Teradata Group or relates to the transactions contemplated hereby.

1.16 Distribution means the distribution by NCR on a pro rata basis to holders of NCR Common Stock of all of the outstanding shares of Teradata Common Stock owned by NCR on the Distribution Date as set forth in this Agreement.

1.17 Distribution Date means September 30, 2007, which will be the date on which the Distribution will occur.

1.18 Effective Time means 11:59 p.m., Eastern Standard Time or Eastern Daylight Time (whichever shall be then in effect), on the Distribution Date.

1.19 Employee Benefits Agreement means the Employee Benefits Agreement, to be executed and delivered on or prior to the Effective Time, by and between NCR and Teradata.

1.20 Environmental Law means any federal, state, local, foreign or international statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, common law (including tort and environmental nuisance law), legal doctrine, order, judgment, decree, injunction, requirement or agreement with any Governmental Authority, now or hereafter in effect relating to health, safety, pollution or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or to emissions, discharges, releases or threatened releases of any substance currently or at any time hereafter listed, defined, designated or classified as hazardous, toxic, waste, radioactive or dangerous, or otherwise regulated, under any of the foregoing, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any such substances, including the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act and the Resource Conservation and Recovery Act and comparable provisions in state, local, foreign or international law.

4

1.21 Environmental Liabilities means all Liabilities relating to, arising out of or resulting from any Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, governmental response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses (including allocated costs of in-house counsel and other personnel), interest, fines, penalties or other monetary sanctions in connection therewith.

1.22 Exchange Act means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

1.23 Excluded Assets has the meaning set forth in Section 2.2(b).

1.24 Excluded Liabilities has the meaning set forth in Section 2.3(b).

1.25 Governmental Approvals means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

1.26 Governmental Authority shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

1.27 Group means either the NCR Group or the Teradata Group, as the context requires.

1.28 Information means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, 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 by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

1.29 Information Statement means each preliminary, final or supplemental information statement forming a part of the Information Statement on Form 10 relating to the Teradata Common Stock.

1.30 Insurance Policies means the insurance policies written by insurance carriers unaffiliated with NCR pursuant to which Teradata or one or more of its Subsidiaries (or their respective officers or directors) will be insured parties after the Effective Time including the Insurance Policies listed on Schedule 1.30 hereto.

1.31 Insurance Proceeds means those monies:

5

(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 set off) 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) and net of any costs or expenses (including allocated costs of in-house counsel and other personnel) incurred in the collection thereof.

1.32 Intellectual Property Agreements means the Trademark License Agreement, the Domain Name Assignment, the Patent Assignment, the Patent License Agreement, the Technology Agreement, the Third Party Licenses Agreement, the Trademark Assignment and the Exclusive Patent License, each to be executed and delivered on or prior to the Effective Time by and between NCR and Teradata.

1.33 Interim Services and Systems Replication Agreement means the Interim Services and Systems Replication Agreement, to be executed and delivered on or prior to the Effective Time, by and between NCR and Teradata.

1.34 JAMS means JAMS, located in New York, NY or in the event that JAMS is no longer in operation a comparable organization of national standing.

1.35 Liabilities means any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments, costs and expenses, sums of money, accounts, reckonings, bonds, specialties, indemnities and similar obligations, exonerations, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities, 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, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses (including allocated costs of in-house counsel and other personnel), whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any Ancillary 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.

1.36 NYSE means The New York Stock Exchange, Inc.

1.37 Non-Teradata Assets means any Assets of NCR or any of its Affiliates (including any member of the Teradata Group) other than Teradata Assets.

6

1.38 Non-U.S. Plan means the Non-U.S. Plan, comprised of the series of transactions, agreements and other arrangements, pursuant to which the non-U.S. Assets and Liabilities of NCR and its Affiliates have been or will be assigned between NCR and Teradata and their respective Subsidiaries, which are set forth in Schedule 1.38 hereto and in the separate binders identified by the parties.

1.39 NCR Common Stock means the Common Stock, $.01 par value per share, of NCR.

1.40 NCR Group means NCR and each Person (other than any member of the Teradata Group) that is an Affiliate of NCR immediately after the Effective Time.

1.41 NCR Self-Services Business means: (a) the business and operations of NCR other than the Teradata Business consisting principally of the business of self-service technologies (including ATMS, retail self-checkout systems, automated bill payment systems, and airline, hotel and hospital self check-in kiosks), retail store automation and customer support services, business consumables and check processing and imaging solutions; (b) except as otherwise expressly provided herein, any terminated, divested or discontinued businesses or operations that at the time of termination, divestiture or discontinuation primarily related to the NCR Self-Services Business as then conducted; and (c) the terminated, divested, discontinued or other businesses and operations listed or described on Schedule 1.41.

1.42 Other Discontinued Operations means any terminated, divested or discontinued businesses and operations of NCR or Teradata or of any former or current Affiliate of NCR or Teradata (whether such business or operations were terminated, divested or discontinued prior to, at the time or after such Person was, became or ceased to be an Affiliate of NCR or Teradata) that are not listed or described in the definitions of NCR Self-Services Business or Teradata Business or the respective Schedules thereto.

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

1.44 Prime Rate means the rate which JP Morgan Chase (or any successor thereto or other major money center commercial bank agreed to by the parties hereto) announces from time to time as its prime lending rate, as in effect from time to time.

1.45 Real Property Documents means the deeds, lease assignments and assumptions, leases, subleases and sub-subleases, and the supplemental and other agreements and instruments related thereto necessary to effect the Separation to be executed by and between Teradata and NCR prior to or as of the Effective Time.

1.46 Record Date means the close of business on September 14, 2007, the date determined by the NCR Board of Directors as the record date for determining shareholders of NCR entitled to receive shares of Teradata Common Stock in the Distribution.

1.47 Securities Act means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

7

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

1.49 Separation means the transfer of the Teradata Assets to Teradata and its Subsidiaries and the assumption by Teradata and its Subsidiaries of the Teradata Liabilities, all as more fully described in this Agreement and the Ancillary Agreements.

1.50 Shared Liabilities means any and all Liabilities relating to, arising out of or resulting from any of the matters listed or described on Schedule 1.50.

1.51 Shared NCR Percentage means, with respect to any Shared Liability, the percentage indicated on the Schedule defining Shared Liabilities as allocated to NCR for such Shared Liability.

1.52 Shared Teradata Percentage means, with respect to any Shared Liability, the percentage indicated on the Schedule defining Shared Liabilities as allocated to Teradata for such Shared Liability.

1.53 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; provided , however that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person.

1.54 Tax Sharing Agreement means the Tax Sharing Agreement, to be executed and delivered on or prior to the Effective Time, by and between NCR and Teradata.

1.55 Taxes has the meaning set forth in the Tax Sharing Agreement.

1.56 Teradata Assets has the meaning set forth in Section 2.2

1.57 Teradata Balance Sheet means the unaudited consolidated balance sheet of Teradata, dated as of June 30, 2007 included in the Information Statement. As promptly as practicable after the Effective Time, the parties shall seek to substitute an unaudited consolidated balance sheet of Teradata, dated as of September 30, 2007, as the Teradata Balance Sheet. The parties agree to use their commercially reasonable efforts to cooperate in the preparation of such unaudited consolidated balance sheet of Teradata, dated as of September 30, 2007, but if either or both of such parties fail to do so or if the parties fail for any reason whatsoever to agree on such an updated balance sheet, the term Teradata Balance Sheet shall continue to refer to the unaudited consolidated balance sheet of Teradata, dated as of June 30, 2007, included in the Information Statement.

8

1.58 Teradata Business means: (a) the business and operations of NCR and its Subsidiaries relating to the enterprise analytics and data warehousing business; (b) except as otherwise expressly provided herein, any terminated, divested or discontinued businesses or operations that at the time of termination, divestiture or discontinuation primarily related to the Teradata Business as then conducted, and (c) any terminated, divested, discontinued or other businesses or operations listed on Schedule 1.58.

1.59 Teradata Common Stock means the Common Stock, $.01 par value per share, of Teradata.

1.60 Teradata Contracts means the following contracts and agreements to which NCR or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement that is contemplated to be retained by NCR or any member of the NCR Group pursuant to any provision of this Agreement or any Ancillary Agreement:

(a) any customer, supply, vendor or other contracts or agreements listed or described on Schedule 1.60(a);

(b) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the Teradata Group;

(c) any contract or agreement that relates primarily to the Teradata Business, including those listed on Schedule 1.60(c);

(d) federal, state and local government and other contracts and agreements that are listed or described on Schedule 1.60(d) and any other government contracts or agreements that relate primarily to the Teradata Business;

(e) any contract or agreement representing either Indebtedness or capital or operating equipment lease obligations reflected on the Teradata Balance Sheet, including obligations as lessee under those contracts or agreements listed on Schedule 1.60(e) (as such Schedule may be supplemented by mutual agreement of the parties after the date hereof and prior to the Effective Time to assign Indebtedness incurred, and capital and operating equipment lease obligations executed and delivered, after the date of the Teradata Balance Sheet);

(f) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to Teradata or any member of the Teradata Group;

(g) (i) any guarantee, indemnity, representation, warranty or other Liability of any member of the Teradata Group or the NCR Group in respect of any other Teradata Contract, any Teradata Liability or the Teradata Business (including guarantees of financing incurred by customers or other third parties in connection with purchases of products or services from the Teradata Business), and (ii) the contracts, agreements and other documents listed or described on Schedule 1.60(g);

9

(h) any joint venture, partnership or other similar arrangements relating primarily to the Teradata Business, including those set forth on Schedule 1.60(h); and

(i) any portion of any other contract or agreement to which NCR or any of its Subsidiaries was a party prior to the Distribution Date to the extent (and only to the extent) performance of such contract or agreement directly relates to or requires the Teradata Business.

1.61 Teradata Excluded Contracts means (a) any portion of any other contract or agreement to which NCR or any of its Subsidiaries was a party prior to the Distribution Date to the extent (and only to the extent) performance of such contract or agreement directly relates to or requires the NCR Self-Service Business, and (b) the contracts and other agreements listed on Schedule 1.61.

1.62 Teradata Excluded Real Property means any real property used primarily in the NCR Self-Service Business and shall include the real property listed on Schedule 1.62.

1.63 Teradata Group means Teradata, each Subsidiary of Teradata and each other Person that is either controlled directly or indirectly by Teradata immediately after the Effective Time or that is contemplated to be controlled by Teradata pursuant to the Non-U.S. Plan (other than any Person that is contemplated not to be controlled by Teradata pursuant to the Non-U.S. Plan).

1.64 Teradata Leased Real Property means real property listed on Schedule 1.64 which will be leased or subleased by a member of the NCR Group to a member of the Teradata Group after the Effective Time.

1.65 Teradata Liabilities has the meaning set forth in Section 2.2

1.66 Teradata Owned Real Property means real property listed on Schedule 1.66 or reflected on the Teradata Balance Sheet which will be owned by a member of the Teradata Group after the Effective Time.

ARTICLE II

THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities. (a) NCR hereby assigns, transfers, conveys and delivers to Teradata and its Subsidiaries, and agrees to cause its applicable Subsidiaries, if any, to assign, transfer, convey and deliver to Teradata and its Subsidiaries, and Teradata and its Subsidiaries hereby accept from NCR and its Subsidiaries, all of NCR’s and its Subsidiaries’ respective right, title and interest in all Teradata Assets, other than the Delayed Transfer Assets, in each case effective as of no later than the Effective Time. Schedule 2.1A sets forth the steps which each of Teradata and NCR shall follow, and shall cause their respective Subsidiaries to follow, in addition to those steps contemplated by the Non-US Plan, in order to implement the transactions contemplated by this Article II.

10

(b) Teradata and its Subsidiaries hereby assume and agree faithfully to perform and fulfill all the Teradata Liabilities, other than the Delayed Transfer Liabilities, in accordance with their respective terms, in each case effective as of no later than the Effective Time. As of and after the Effective Time, Teradata and its Subsidiaries shall be responsible for all Teradata Liabilities, regardless of when or where such Liabilities arose or arise, or whether or not scheduled, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Teradata Liabilities arising out of claims made by NCR’s or Teradata’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the NCR Group or the Teradata Group) or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or law, fraud or misrepresentation, breach of contract or other theory, by any member of the NCR Group or the Teradata Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(c) Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on Schedule 2.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the Ancillary Agreements as a Teradata Asset or a Teradata Liability, as the case may be.

(d) In the event that at any time or from time to time (whether prior to or after the Distribution Date), any party hereto (or any member of such party’s respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for the benefit of any such other Person.

(e) Each of Teradata and NCR agrees on behalf of itself and its respective Subsidiaries that certain of the transfers of Assets and assumptions of Liabilities contemplated by this Section 2.1 will be effected in accordance with the steps set forth on Schedule 2.1 hereto or in accordance with the steps of the Non-US Plan.

2.2 Teradata Assets. (a) For purposes of this Agreement, subject to Section 2.2(c), “ Teradata Assets ” shall mean (without duplication):

(i) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or Schedule 2.2(a)(i) or any other Schedule hereto or thereto) as Assets to be transferred to Teradata or any other member of the Teradata Group;

(ii) (A) any Assets that Section 2.5(b) contemplates will be transferred to, or be retained by, any member of the Teradata Group, (B) any Teradata Contracts and (C)

11

all issued and outstanding capital stock or other equity interests of any Subsidiaries of NCR or of any other Person listed on Schedule 2.2(a)(ii);

(iii) any Assets reflected in the Teradata Balance Sheet as Assets of Teradata and its Subsidiaries, subject to any dispositions of such Assets subsequent to the date of the Teradata Balance Sheet, in which event the net proceeds thereof shall be Teradata Assets;

(iv) any Assets resulting from or acquired in the operation of the Teradata Business after the date of the Teradata Balance Sheet;

(v) except as contemplated by Section 2.5(b), any and all Assets owned or held immediately prior to the Effective Time by NCR or any of its Subsidiaries that are used primarily in or primarily relate to, arise out of or result from the Teradata Business. No Asset shall be deemed to be a Teradata Asset solely as a result of this clause (v) if such Asset is within the category or type of Asset expressly covered by the subject matter of an Ancillary Agreement; and

(vi) an amount of cash equal to $200 million as contemplated by the pro forma balance sheet included in the Information Statement.

In the event of a conflict among any of the provisions of this Agreement or any Ancillary Agreement, the question of whether or not an Asset is a Teradata Asset shall be resolved, to the extent any of the following are applicable, by giving precedence to the following items in the following order: the Teradata Balance Sheet and any related statements or notes or any pro forma balance sheet or notes included in the Information Statement, the Schedules hereto or to any Ancillary Agreement, the provisions of any Ancillary Agreement and finally whether the Asset is used primarily in or primarily relate to, arise out of or result from the Teradata Business.

Notwithstanding the foregoing, the Teradata Assets shall not in any event include the Excluded Assets referred to in Section 2.2(b) below.

(b) For the purposes of this Agreement, “ Excluded Assets ” shall mean:

(i) any Teradata Excluded Contracts;

(ii) any Teradata Excluded Real Property;

(iii) the Assets listed or described on in Section 2.2(d) or Schedule 2.2(b)(iii) (which shall include cash and cash equivalents to the extent set forth therein); and

(iv) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by NCR or any other member of the NCR Group.

12

(c) Each of NCR and Teradata agrees on behalf of itself and its Subsidiaries that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets that are Taxes.

(d) (i) Any cash or cash equivalents (as defined below on this Schedule) which otherwise would be Teradata Assets to the extent the possession or ownership thereof by Teradata as of the Effective Time would result in the cash and cash equivalents held by Teradata as of the Effective Time being in excess of $200 million shall be an Excluded Asset.

(ii) The parties agree that in order to implement the foregoing provision, prior to the Effective Time, NCR and Teradata shall jointly estimate the amount of cash and cash equivalents likely to held by Teradata and the other members of the Teradata Group as of the Effective Time absent adjustment pursuant to this provision (the “ Cash Estimate ”). To the extent the Cash Estimate is less than $200 million, NCR shall transfer the shortfall to Teradata or one of its Subsidiaries as a contribution to capital. To the extent the Cash Estimate is more than $200 million, Teradata shall transfer by dividend the excess to NCR or one of its Subsidiaries.

(iii) For purposes of this Schedule the term “cash or cash equivalents” shall have the meanings contemplated by GAAP applied in a manner consistent with GAAP as used in the preparation of the Teradata Balance Sheet. For purposes of clarification, accounts receivable and other current assets other than cash and cash equivalents shall not be deemed to be included for purposes of calculating the payments required by this Schedule.

(iv) Within 15 days after the Effective Time, an officer of Teradata shall deliver a certificate to NCR certifying the aggregate amount of cash and cash equivalents of the Teradata Group as of the Effective Time (the “Final Amount”). Such certificate shall be accompanied by reasonable documentation. To the extent the Final Amount is less than $200 million, NCR shall pay Teradata an amount equal to the shortfall no later than October 31, 2007. To the extent the Final Amount is greater than $200 million, Teradata shall pay an amount equal to the excess to NCR no later than October 31, 2007. In the event of a dispute of the Final Amount by NCR, NCR shall give notice thereof no later than October 31, 2007. The parities shall cooperate in an effort to resolve any such dispute. If they are unable to resolve any such dispute, either party may submit the matter for resolution to Deloitte & Touche (or if Deloitte & Touche is not willing or able to serve, to any other nationally recognized independent accounting firm). The decision of such firm shall be final and binding upon the parties and shall thereafter represent the Final Amount for purposes hereof. The fees and expenses of the firm shall be borne by the party whose estimate of the cash and cash equivalents of the Teradata Group as of September 30, 2007 is farthest in absolute value from the amount determined by the firm as the Final Amount. The provisions of Article VIII of the Separation and Distribution Agreement shall not apply to the calculation of Final Amount.

(v) All payments shall be accompanied by interest at the Applicable Rate (as defined below) accruing from September 30, 2007 through the date of payment. For purposes hereof, the term “Applicable Rate” shall mean the Prime Rate from September 30, 2007 through and including October 31, 2007 and the Prime Rate plus 2% per annum thereafter. These provisions regarding accrual of interest shall apply without limitation in the event of a dispute.

13

(vi) Each of the parties shall cooperate, including by providing access to information, in connection with the matters contemplated by this Schedule. For purposes of clarification, the parties agree that the adjustments contemplated by this Schedule shall be made after giving effect to the settlement of any intercompany accounts between the members of the different Groups and after the settlement of any true-ups with respect to any of the foreign country asset purchase agreements. As a result, in the event that any such settlements or adjustments are not completed for administrative or other reasons as of prior to the Effective Time, the parties shall deem them to have been completed as of such time for purposes of calculating the amount payable pursuant to this Schedule.

2.3 Teradata Liabilities. (a) For the purposes of this Agreement, subject to Section 2.3(c), “ Teradata Liabilities ” shall mean (without duplication):

(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by Teradata or any member of the Teradata Group, and all agreements, obligations and Liabilities of any member of the Teradata Group under this Agreement or any of the Ancillary Agreements;

(ii) all Liabilities, including any employee-related Liabilities and Environmental Liabilities, to the extent primarily relating to, arising out of or resulting from:

(A) the operation of the Teradata Business, as conducted at any time prior to, on or after the Effective Time (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));

(B) the operation of any business conducted by any member of the Teradata Group at any time after the Effective Time (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

(C) any Teradata Assets (including any Teradata Contracts and any real property and leasehold interests);

in any such case whether arising before, on or after the Effective Time;

(iii) the Shared Teradata Percentage of all Liabilities relating to, arising out of or resulting from any Shared Liabilities.

(iv) all Liabilities reflected as liabilities or obligations of Teradata in the Teradata Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Teradata Balance Sheet;

14

(v) all Liabilities relating to, arising out of or resulting from the pending or threatened Actions listed or described on Schedule 2.3(a)(v) hereto; and

(vi) all Liabilities relating to, arising out of or resulting from the matters listed or described on Schedule 2.3(a)(vi).

Notwithstanding the foregoing, the Teradata Liabilities shall not include the Excluded Liabilities referred to in Section 2.3(b) below.

(b) For the purposes of this Agreement, “ Excluded Liabilities ” shall mean:

(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by NCR or any other member of the NCR Group, and all agreements and obligations of any member of the NCR Group under this Agreement or any of the Ancillary Agreements;

(ii) all Environmental Liabilities of NCR and its past or current Affiliates as of the Effective Time, other than Environmental Liabilities (A) relating to, arising out of or resulting from the matters listed on Schedule 2.3(a)(v) under the caption “Environmental Matters,” (B) to the extent primarily relating to, arising out of or resulting from the conduct of the Teradata Business or (C) arising from the operation of any member of the Teradata Group on or after the Effective Time;

(iii) the Liabilities listed or described on Schedule 2.3(b)(iii);

(iv) any and all Liabilities relating to, arising out of or resulting from any Other Discontinued Operations; and

(v) the Shared NCR Percentage of all Liabilities relating to, arising out of or resulting from any Shared Liabilities.

(c) Each of NCR and Teradata agrees on behalf of itself and its Subsidiaries that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Liabilities relating to Taxes.

2.4 Termination of Agreements. (a) Except as set forth in Section 2.4(b), in furtherance of the releases and other provisions of Section 5.1 hereof, Teradata and each member of the Teradata Group, on the one hand, and NCR and each member of the NCR Group, on the other hand, hereby terminate, effective as of the Effective Time, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among Teradata and/or any member of the Teradata Group, on the one hand, and NCR and/or any member of the NCR Group, on the other hand, effective as of the Effective Time; provided , however , to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time (or, to the

15

extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each party shall, at the reasonable request of any other party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the parties hereto or any of the members of their respective Groups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.4(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Teradata Assets or Teradata Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of NCR or Teradata, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (v) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time. Any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices shall be settled for cash as of immediately prior to the Effective Time. If the parties agree, such settlement may be effected by indirect payments from or to an affiliate of the obligor or obligee as the case may be.

2.5 Documents Relating to Transfer of Real Property Interests and Tangible Property Located Thereon. (a) In furtherance of the assignment, transfer and conveyance of Teradata Assets and the assumption of Teradata Liabilities set forth in Section 2.1(a) and (b), on or prior to the Effective Time, each of NCR and Teradata, or their applicable Subsidiaries, is executing and delivering or will execute and deliver deeds, lease assignments and assumptions, leases, subleases and sub-subleases listed or described in Schedule 2.5. Set forth in, or referenced by, such Schedule is, among other things, a summary of each property or interest therein to be conveyed, assigned, leased, subleased or sub-subleased, the applicable entities relevant to each property and their capacities with respect to each property ( e.g. , as transferor, transferee, assignor, assignee, lessor, lessee, sublessor, sublessee, sub-sublessor or sub-sublessee), and any terms applicable to each property that are not specified in the forms of deed, lease assignment and assumption, lease, sublease or sub-sublease ( e.g. , rent and term).

(b) (i) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, all tenant improvements, fixtures, furniture, office equipment, servers, private branch exchanges, artwork and other tangible property (other than equipment subject to capital or operating equipment leases, which will be transferred or retained based on whether the associated capital or operating equipment lease is or is not a Teradata Contract) located as of the date hereof on any real property that is covered by any Ancillary Agreement referred to in Section 2.5(a), including the Schedules thereto,

16

shall, except to the extent expressly set forth on a Schedule referred to in Section 2.5(a), be transferred or retained as follows:

(ii) Deeds and Assignments. Subject to clause (v), in the case of any real property or leasehold interests covered by an Ancillary Agreement that is a deed or lease assignment and assumption, all such tangible property will be transferred to the transferee or assignee of the applicable real property or leasehold interest;

(iii) Shared Facilities without Third Party Leases. Subject to clause (v), in the case of any real property or leasehold interests covered by an Ancillary Agreement that is a lease, all such tangible property will be retained by the lessor under the applicable lease, except that any such tangible property (including furniture and artwork but other than tenant improvements, fixtures) used exclusively by the lessee shall be transferred to, or retained by, the lessee.

(iv) Shared Facilities with Third Party Leases. Subject to clause (v), in the case of any real property or leasehold interests covered by an Ancillary Agreement that is a sublease or sub-sublease of a third party lease, all such tangible property will be retained by the sublessor or sub-sublessor, respectively, under the applicable sublease or sub-sublease, except that any such tangible property (including furniture and artwork but other than tenant improvements, fixtures), used exclusively by the sublessee or sub-sublessee, respectively, shall be transferred to, or retained by, such sublessee or sub-sublessee.

(v) Property Used to Perform Ancillary Agreements. The provisions of clauses (i) through (iv) above shall not apply to any IT equipment or other Assets that are contemplated by Ancillary Agreement to be used by a member of a Group in the performance of its obligations thereunder and any such IT equipment or other Assets shall be the property of the party providing services or performing other obligations.

In the case of this Section 2.5(b), all determinations as to exclusive use by any member of a Group shall be made without regard to infrequent and immaterial use by the members of any other Group, if the transfer of such Asset to, or the retention of such Asset by, such first Group would not interfere in any material respect with either the business or operations of any such other Group. Notwithstanding the foregoing provisions of this Section 2.5(b), any artwork (other than artwork on loan from the NCR archives) located as of the date hereof in the private office of any senior manager or officer of any Group may, at the election of such senior manager or officer, be retained by, or transferred to, the Group by which such executive is employed as of the Effective Time.

(c) In the case of any real property or leasehold interest that is covered by Section 2.5(b)(i) and any of Section 2.5(b)(ii), (iii) or (iv), all such tangible property shall first be allocated pursuant to the provisions of Section 2.5(b)(i) and thereafter pursuant to whichever of such other clauses is applicable.

2.6 Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Teradata Assets and

17

the assumption of Teradata Liabilities set forth in Section 2.1(a) and (b), on or prior to the Effective Time, (i) each of NCR and Teradata shall execute and deliver, and each shall cause its respective Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of NCR’s, Teradata’s and their respective Subsidiaries’ right, title and interest in and to the Teradata Assets to Teradata and (ii) Teradata shall execute and deliver, to NCR and its Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Teradata Liabilities by Teradata.

2.7 Other Ancillary Agreements. On or prior to the Effective Time, each of NCR and Teradata will execute and deliver all Ancillary Agreements to which it is a party.

2.8 The Non-U.S. Plan. Each of NCR and Teradata shall take, and shall cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Non-U.S. Plan (whether prior to or after the Effective Time).

2.9 Disclaimer of Representations and Warranties. Each of NCR (on behalf of itself and each member of the NCR Group), and Teradata (on behalf of itself and each member of the Teradata Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any consents or approvals (including Governmental Approvals or Consents) required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any 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. Except as may expressly be set forth herein or in any Ancillary Agreement, all such Assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest.

2.10 Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their reasonable best efforts to obtain any such Governmental Approvals and Consents.

(b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the Teradata Group of any Teradata Assets (or from the Teradata Group of any Non-Teradata Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the Distribution, then, unless NCR shall otherwise determine, the transfer or

18

assignment to or from the Teradata Group, as the case may be, of such Teradata Assets or Non-Teradata Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall be deemed a Teradata Asset for purposes of determining whether any Liability is a Teradata Liability.

(c) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder, including pursuant to the Non-U.S. Plan, is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 2.10(b) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Teradata Assets (or such Non-Teradata Assets, as the case may be), including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assets, are to inure from and after the Effective Time to the Teradata Group (or the NCR Group, as the case may be). Without limiting the foregoing, at the reasonable request and