TRANSITION SERVICES AGREEMENT

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT dated as of October 31, 2007 (this “ Agreement ”), by and between ACUITY BRANDS, INC., a Delaware corporation (“ Parent ”), and ZEP INC., a Delaware corporation (“ SpinCo ”).

WITNESSETH:

WHEREAS , Parent and SpinCo are parties to an Agreement and Plan of Distribution of even date herewith (the “ Distribution Agreement ”);

WHEREAS , in connection with the transactions contemplated by the Distribution Agreement, Parent and SpinCo wish to enter into this Agreement for purposes of continuity and transition; and

WHEREAS , SpinCo desires to cause Parent to provide the Services set forth on Schedule A to SpinCo, and Parent is willing to provide such Services, and Parent desires to cause SpinCo to provide the Services set forth on Schedule B to Parent, and SpinCo is willing to provide such Services, all on the terms and conditions set forth below.

NOW, THEREFORE , the parties hereto, in consideration of the premises and the mutual covenants contained herein, agree as follows:

SECTION 1. SPECIFIC DEFINITIONS.

In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the respective meanings set forth below:

“ Applicable Rate ” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, N.A., as its prime lending rate.

“ Auditing Standard No. 2 ” shall mean Auditing Standard No. 2, as adopted by the Public Company Accounting Oversight Board, and any successor thereto, including Auditing Standard No. 5.

“ Force Majeure Events ” shall have the meaning assigned to such term in Section 7.4.

“ Loss ” shall mean all losses, liabilities, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto.

“ Parent Services ” shall mean those transitional services to be provided by Parent to SpinCo set forth on Schedule A hereto to assist SpinCo in operating SpinCo’s business.

“ Person ” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“ Services ” shall mean, collectively, the Parent Services and the SpinCo Services.

“ SOX §404 ” shall have the meaning assigned to such term in Section 8.

“ SpinCo Services ” shall mean those transitional services to be provided by SpinCo to Parent set forth on Schedule B hereto to assist Parent in operating Parent’s business.

“ Standard of Care ” shall have the meaning assigned to such term in Section 2.2(a).

“ Termination Month ” shall have the meaning set forth in Section 4.5.

SECTION 2. SERVICES.

2.1 Services .

(a) Parent shall provide to SpinCo each Parent Service for the term set forth opposite the description of such Parent Service in Schedule A . Additional services may be provided to SpinCo by Parent if such arrangement is agreed to in writing and executed by Parent and SpinCo.

(b) SpinCo shall provide to Parent each SpinCo Service for the term set forth opposite the description of such SpinCo Service in Schedule B . Additional services may be provided by SpinCo to Parent if such arrangement is agreed to in writing and executed by Parent and SpinCo.

2.2 Standard of Service .

(a) In performing the Services, Parent and SpinCo shall provide substantially the same level of service and use substantially the same degree of care as their respective personnel provided and used in providing such Services prior to the date hereof, subject in each case to any provisions set forth on Schedule A or Schedule B with respect to each such Service (as applicable, the “ Standard of Care ”).

(b) Notwithstanding the foregoing, each party shall comply with the provisions of all applicable federal, state, and local laws, ordinances, regulations, and codes

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(including procurement of required permits or certificates) in fulfillment of their obligations under this Agreement.

SECTION 3. LICENSES AND PERMITS.

Each party warrants and covenants that all duties and obligations (including with respect to Parent, all Parent Services and with respect to SpinCo, all SpinCo Services) to be performed hereunder shall be performed in compliance with all material applicable federal, state, provincial and local laws, rules and regulations. Each party shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including with respect to Parent, the Parent Services and with respect to SpinCo, the SpinCo Services) hereunder and shall at all times comply with the terms and conditions of such permits, approvals and licenses.

SECTION 4. PAYMENT.

4.1 Service Fees .

(a) In consideration for the provision of each of the Parent Services, SpinCo shall pay to Parent the fee set forth for such Parent Service on Schedule A .

(b) In consideration for the provision of each of the SpinCo Services, Parent shall pay to SpinCo the fee set forth for such SpinCo Service on Schedule B .

4.2 Costs and Expenses .

(a) In addition to the fees payable in accordance with Section 4.1(a), SpinCo shall reimburse Parent for all reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Parent with respect to third parties in connection with the provision of Parent Services to SpinCo pursuant to the terms of this Agreement or paid by Parent on behalf of SpinCo.

(b) In addition to the fees payable in accordance with Section 4.1(b), Parent shall reimburse SpinCo for all reasonable and necessary out-of-pocket costs and expenses (including amounts for premiums, claims, fees, postage and other delivery costs, telephone, telecopy and similar expenses) incurred by SpinCo with respect to third parties in connection with the provision of SpinCo Services to Parent pursuant to the terms of this Agreement or paid by SpinCo on behalf of Parent.

4.3 Invoices .

(a) Parent will invoice SpinCo in U.S. dollars in accordance with Schedule A for any fees and out-of-pocket expenses payable by SpinCo pursuant to this Agreement. SpinCo shall pay each such invoice received by electronic funds transfer within the time frame set forth on Schedule A with respect to the applicable invoice.

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(b) SpinCo will invoice Parent in U.S. dollars in accordance with Schedule B for any fees and out-of-pocket expenses payable by Parent pursuant to this Agreement. Parent shall pay each such invoice received by electronic funds transfer within the time frame set forth on Schedule B with respect to the applicable invoice.

4.4 Late Payment . Any amount not paid when due shall be subject to a late payment fee computed daily at a rate equal to the Applicable Rate. Notwithstanding the foregoing, in the event a party disputes the accuracy of any invoice, a party shall pay the undisputed portion of such invoice as provided herein, and the parties hereto will promptly meet and seek to resolve the disputed amount of the invoice. Each party agrees to pay the other party’s reasonable attorneys’ fees and other costs incurred in collection of any amounts owed to such other party hereunder and not paid when due. Notwithstanding anything to the contrary contained herein, in the event either party fails to make a payment when due hereunder, and such failure continues for a period of 30 days following delivery of written notice to such non-paying party of such failure, the other party shall have the right to cease provision of Services to such non-paying party until such overdue payment (and any applicable late payment fee accrued with respect thereto) is paid in full. Such right of the party providing Services shall not in any manner limit or prejudice any of such party’s other rights or remedies in the event of the non-paying party’s failure to make payments when due hereunder, including any rights or remedies pursuant to Section 7.

4.5 Fees, Etc. Upon Termination of Services . In the event of a termination of Services pursuant to Section 7.1, with respect to the calendar month in which such Services cease to be provided (the “ Termination Month ”), the recipient of such Services shall be obligated to pay a pro rata share of the fee for such Service set forth on Schedule A or Schedule B , as applicable, equal to the product of (a) the fee set forth on Schedule A or Schedule B , as applicable, multiplied by (b) a fraction, the numerator of which is the number of days in the Termination Month such Services are provided, and the denominator of which is 30.

SECTION 5. LIABILITY; INDEMNIFICATION.

5.1 Indemnification by Recipient .

(a) SpinCo agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services, other than Losses resulting from Parent’s willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, SpinCo shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined in the Distribution Agreement).

(b) Parent agrees to indemnify, defend and hold SpinCo harmless from and against any Loss to which SpinCo may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by SpinCo of SpinCo Services, other than Losses resulting from SpinCo’s willful misconduct or material breach of its obligations pursuant to this

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Agreement. Notwithstanding any provision in this Agreement to the contrary, Parent shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined in the Distribution Agreement).

5.2 Indemnification by Provider .

(a) Parent agrees to indemnify, defend and hold SpinCo harmless from and against any Loss to which SpinCo may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to SpinCo where such Losses resulted from Parent’s willful misconduct or material breach of its obligations pursuant to this Agreement.

(b) SpinCo agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by SpinCo of SpinCo Services to Parent where such Losses resulted from SpinCo’s willful misconduct or material breach of its obligations pursuant to this Agreement.

5.3 Procedures for Indemnification . Any indemnification claims made hereunder shall be made in accordance with Article III of the Distribution Agreement.

5.4 Limitation of Liability . A breach of the Standard of Care not involving willful misconduct shall not constitute a material breach of a party’s obligations for purposes of Section 5.1 or Section 5.2. In the event of the provision of Services in breach of the Standard of Care not involving willful misconduct, the sole remedy of the claiming party shall be that, at the option of the claiming party, the breaching party shall either: (a) perform again the particular Service performed in breach of the Standard of Care at no cost to the other party or (b) give the other party a refund of the portion of the Service fees attributable to the cost of performance of the Service provided in breach of the Standard of Care.

SECTION 6. CONFIDENTIALITY.

Subject to Section 8 of this Agreement, each party shall keep confidential the Schedules to this Agreement and all information received from the other party regarding the Services, including any information received with respect to Parent or SpinCo, and to use such information only for the purposes set forth in this Agreement unless otherwise agreed to in writ