EXECUTION COPY
Exhibit 10.6
November 1, 2001
Imagistics International Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Pitney Xxxxx of Canada Ltd./Imagistics International Inc. - Reseller
Agreement
Ladies and Gentlemen:
In connection with the distribution of the capital stock of Imagistics
International Inc. ("Imagistics" or "you") by Pitney Xxxxx Inc. ("Pitney Xxxxx")
to its stockholders (the "Distribution"), Imagistics and Pitney Xxxxx of Canada
Ltd., a wholly-owned subsidiary of Pitney Xxxxx ("PBC," "we" or "us") hereby
enter into this reseller agreement to provide for the purchase of equipment by
PBC from Imagistics (the "Reseller Agreement"). This letter agreement together
with the term sheet attached hereto as Exhibit A (the "Term Sheet") constitute
the Reseller Agreement. The terms set forth in the Term Sheet are hereby
incorporated by reference into this Reseller Agreement as if they were set out
herein in full. The entering into and purchasing under the Reseller Agreement by
the parties herein described and the other transactions contemplated hereby,
entered into and consummated in connection therewith are herein referred to as
the "Transactions".
Subject to the terms and conditions of this Reseller Agreement, we hereby
agree with you as follows:
1. Confidentiality. You agree that the confidentiality provisions of the
Distribution Agreement dated as of November 1, 2001 between Pitney Xxxxx and
Imagistics (the "Distribution Agreement") shall apply in all respects to any and
all confidential information related to, or provided under, this Reseller
Agreement.
2. Use of "Pitney Xxxxx" brand. You agree that the terms of the
Distribution Agreement and the Intellectual Property Agreement dated as of
November 1, 2001 between Pitney Xxxxx and Imagistics (the "Intellectual Property
Agreement") regarding the use of the "Pitney Xxxxx" brand shall apply in all
respects to use of the
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"Pitney Xxxxx" brand as used in connection with transaction under or related to
this Reseller Agreement.
3. Non-compete. You agree that the terms of the Distribution Agreement and
the Intellectual Property Agreement regarding non-competition, including the
provisions for termination thereof, shall apply in all respects to this Reseller
Agreement.
4. Dispute Resolution. You agree that all disputes arising between the
parties under this Reseller Agreement shall be resolved pursuant to the terms of
the Transition Services Agreement dated as of November 1, 2001 between Pitney
Xxxxx and Imagistics (the "Transition Services Agreement"), including submission
of all disputes to the Operating Committee (as such term is defined in the
Transition Services Agreement) for resolution, subject to Section 8 herein.
5. Assignment. The provisions of this Reseller Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that neither party may assign, delegate or
otherwise transfer any of its rights or obligations under this Reseller
Agreement without the consent of the other parties hereto. If any party or any
of its successors or assigns (1) shall consolidate with or merge into any other
Person (as such term is defined in the Distribution Agreement) and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger or (2) shall transfer all or substantially all of its properties and
assets to any Person, then, and in each such case, proper provisions shall be
made so that the successors and assigns of such party shall assume all of the
obligations of such party under this Reseller Agreement.
6. Notices. All notices and other communications to any party hereunder
shall be in writing (including telecopy or similar writing) and shall be deemed
given when addressed as follows:
If to us, to:
Pitney Xxxxx of Canada Ltd.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX
X0X 0X0
Xxxxxx
Attn: Chief Financial Officer
Tel.: 000-000-0000
Fax: 000-000-0000
with a copy to:
Pitney Xxxxx Inc.
0 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxx
Title: Vice President and General Counsel
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with a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
If to you, to:
Imagistics International Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Imagistics International Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
7. Governing Law and Waiver of Jury Trial. This Reseller Agreement shall be
construed in accordance with and governed by the law of the State of New York,
without regard to the conflicts of laws rules thereof. Each of the parties
hereto waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) related to or
arising out of any of the Transactions or the other transactions contemplated
hereby, or the performance by either party of the services contemplated hereby.
8. Jurisdiction. Any action seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Reseller Agreement or
the transactions contemplated hereby may be brought in the United States
District Court for the Southern District of New York or any other New York State
court sitting in New York County, and each of the parties hereby consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient form. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in Section 6
above shall be deemed effective service of process on such party.
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9. Amendments. This Reseller Agreement is the only agreement between the
parties hereto with respect to the matters contemplated hereby and thereby and
sets forth the entire understanding of the parties with respect thereto. The
parties hereby agree to be bound by the covenants and obligations set forth in
this Reseller Agreement. No amendment or waiver of any provision of this
Reseller Agreement shall be effective unless in writing and signed by the
parties hereto and then only in the specific instance and for the specific
purpose for which given. Each of the parties hereto waives all right to trial by
jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) related to or arising out of any of the Transactions or the
other transactions contemplated hereby, or the performance by either party of
the services contemplated hereby.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to us the duplicate copy of this Agreement enclosed
herewith.
Very truly yours,
PITNEY XXXXX OF CANADA LTD.
By:/s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: VP Finance & Administration
Accepted and agreed to as of the date first written above:
IMAGISTICS INTERNATIONAL INC.
By:/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
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PITNEY XXXXX OF CANADA LTD.
IMAGISTICS INTERNATIONAL INC.
RESELLER AGREEMENT ("AGREEMENT") TERM SHEET
I. Parties
A. Purchaser: Pitney Xxxxx of Canada Ltd. ("PBC")
B. Supplier: Imagistics International Inc. ("Imagistics")
II. Term and Renewals
A. The term of the Agreement shall be for a period of two (2) years
commencing as of the date of the spin-off (the "Spin-Off Date"). The
Agreement may be renewed by the parties for an additional year
provided that any such renewal is at arm's length and agreement as to
such renewal is reached by the parties no later than nine (9) months
prior to the end of the term.
B. One year prior to the end of the term, the parties shall meet to
discuss (i) whether or not the Agreement will be renewed for an
additional year and (ii) the terms and conditions upon which the
Agreement will be renewed.
C. Imagistics and PBC shall have the right to terminate this Agreement
upon the occurrence of any of the following events of default:
i) A party fails to perform any material obligation under this
Agreement and such failure continues unremedied for a period of
thirty (30) days after the non-defaulting party provides written
notice as to the failure to perform;
ii) A proceeding is commenced by or against a party under any law
relating to bankruptcy, or a court assumes jurisdiction of a
party's assets under any law authorizing reorganization of its
debts, or a trustee or receiver shall be appointed for all or a
substantial portion of the party's assets;
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iii) A party shall become insolvent or suspends its business for any
length of time; or
iv) A party shall make an assignment of its assets for the benefit of
its creditors.
III. Equipment Ordering and Administration
A. Ordering: All PBC orders with Imagistics will be placed by the
Purchasing Department of PBC (PD) in the form of Exhibit A attached
hereto; provided, however, that orders (1) with respect to New
Equipment (as hereinafter defined) that request delivery outside of
the standard lead times as agreed to by the parties from time to time,
(2) with respect to equipment other than New Equipment (e.g. Used
Equipment, Remanufactured Equipment and Refurbished Equipment) and (3)
with respect to equipment that has been discontinued by the
manufacturer will be subject to the prior approval of Imagistics,
which shall be provided to PBC within 5 business days from receipt of
a PBC order.
All parts & supply orders will be placed by the PD with a Purchase Order
(PO) reference. All Order Agreements and parts & supply orders will be
processed by the PD, and no orders may be accepted from any other location.
All supply orders will note a PO number, which must be noted in the section
reserved for Purchase Order number on the Imagistics invoice.
Once an order is accepted, Imagistics will use reasonably commercial
efforts to ensure that the manufacturer delivers the product to PBC at the
F.O.B. point in a timely and marketable condition in accordance with
applicable deadlines, and will not be diverted for any reason. In the event
that the ship date is delayed for any reason by the manufacturer,
Imagistics shall pass on to PBC the benefit of any remedies from the
manufacturer in connection with any such delay.
A single point of contact will be provided by Imagistics for PBC to place
orders.
B. Billing: The sole "Xxxx To" address for PBC is:
Pitney Xxxxx of Canada Ltd.,
0000 Xxxxx Xxxxxx,
Xxxxx 000,
Xxxxxxx, XX,
X0X 0X0
Xxxxxx
Attention: Accounts Payable
All invoices sent by Imagistics to PBC shall be accompanied with a copy of
the manufacturer's invoice for such equipment. Invoices may not be sent to
any other location for any reason. All inquiries for billing and
collection, including aging statements and xxxxxxx letters, will be
directed to the PD at the address shown above.
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C. Payment: Payment on all invoices will be due to Imagistics upon
invoice receipt; provided, however that in no event shall payment on
an invoice(s) exceed the amount of the related purchase order(s)
except if due to currency fluctuations (excluding yield sharing
arrangements). Payment method will be made by wire transfer of
immediately available funds to such account as Imagistics shall advise
from time to time.
D. Invoice Adjustments. PBC shall have 30 days from the date it receives
a shipment to (1) notify Imagistics with respect to any discrepancies
between the invoices received in respect of such shipment and the
shipment actually received and (2) request adjustments with respect to
any such discrepancies. Any such adjustments will be billed or
credited to PBC in a separate invoice within 10 days after receipt of
notification by Imagistics..
E. Product Delivery: Imagistics and PBC will agree to standard delivery
lead-times for different type of purchases including but not limited
to those set forth below:
i) Used Equipment - Subject to order approval by Imagistics based on
the availability of such equipment.
For purposes of this Agreement, "Used Equipment" shall mean
equipment that has been operated and sold to PBC by Imagistics
"as is" in the configuration agreed upon by the parties.
ii) Refurbished/Remanufactured Equipment - Subject to order approval
by Imagistics (based on availability of such equipment in light
of quantity and excess in stock and whether such excess is
reserved), which approval shall be notified to PBC within two (2)
business days of receipt by Imagistics of a request for same by
PBC via email or facsimile.
For purposes of this Agreement, "Refurbished/Remanufactured
Equipment" shall mean used units of equipment that are
disassembled and their parts cleaned and reconditioned. The units
are reassembled from new, used, and reprocessed parts meeting
component specifications. The units are then retested to ensure
that they meet model specifications.
iii) Emergency Parts - PBC shall be entitled to submit a maximum of 1
order per week with 3 line items per order and 3 pieces per line
item. The foregoing limitations shall not apply with respect to
epidemic failures where 5% or more of the population of product
fails in a 12 month period as a result of the same cause
(excluding products under warranty). To the extent that
Imagistics cannot provide Emergency Parts to PBC, it shall notify
PBC immediately of same.
PBC shall pay to Imagistics a premium of $100 per order for each
order for Emergency Parts.
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If PBC is not able to obtain Emergency Parts from Imagistics due
to the fact that it has exceeded the above noted limitation or
Imagistics cannot provide such Emergency Parts, PBC may obtain
such parts from any other supplier and such Emergency Parts shall
not be included for purposes of determining PBC's total sourcing
requirements when determining PBC's compliance with Section
VII.A.; provided, however, that if PBC requires Emergency Parts
in excess of the above noted limitation it shall first request
same from Imagistics and Imagistics shall immediately notify PBC
whether it will provide such additional Emergency Parts.
For purposes of this Agreement, "Emergency Parts" shall mean any
part PBC requires to meet an urgent customer request.
FOB point shall be (1) with respect to New Equipment, FOB point of
origin, and with respect to equipment other than New Equipment as
negotiated by the parties.
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IV. Equipment and Pricing
A. All New Equipment, Parts, Emergency Parts, and Supplies prices shall
be calculated as follows:
i) For those provided to PBC from Imagistics' inventory at the
request of PBC (excluding Emergency Parts), the price shall be
Imagistics' standard cost plus ten percent (10%).
ii) For those provided to PBC directly from a third party vendor, the
price shall be calculated at 10% over the price paid by
Imagistics for such equipment, net of all rebates, volume
discounts or other reductions in the price of such equipment.
iii) PBC shall pay all costs of shipping said items, including
freight, duty and insurance, from either Imagistics or the third
party vendor to PBC, as applicable, provided that PBC has
approved such costs in advance.
iv) Emergency Parts shall additionally include the fee set forth in
Section III. E. (iii).
v) If Imagistics at its own discretion chooses to fill a standard
order (excluding Emergency Parts) from Imagistics' inventory, PBC
will pay the lower of (x) the price as calculated pursuant to
clause (ii) above and (y) the price as calculated pursuant to (i)
above.
vi) Refurbished/Remanufactured and Used Equipment shall be priced as
quoted by Imagistics at the time of such request for same.
B. Prices will be quoted in the currency of the vendor agreement.
Imagistics will xxxx in US$ but will not accept the currency risk for
equipment sourced in foreign currency. The conversion rate from Yen to
US dollars will be the rate published in the Wall Street Journal the
day before the invoice date. Purchaser will be party to any currency
sharing agreements. These must be fully disclosed in advance and the
details provided.
C. In the case of large deals (defined as 1500 or more units to a single
account), Imagistics will use its best efforts to obtain special
pricing from its suppliers and will pass these onto PBC using the
formula in IV A. above.
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D. PBC agrees that it shall not develop any direct relationship with any
current Imagistics supplier, unless (1) Imagistics chooses not to
supply equipment to PBC for any reason (unless such failure to supply
is due to a circumstance outside the reasonable control of Imagistics)
after PBC has presented it with a request for same, (2) this Agreement
has been terminated or is no longer in effect, (3) either party has
provided the other party of its intention to not renew this Agreement
or (4) notice of termination of the covenant not to compete has been
given pursuant to Section 8.12(b) of the Distribution Agreement. For
the avoidance of doubt, any equipment, parts or supplies purchased
from a supplier other than Imagistics for the foregoing reasons shall
not be included for purposes of determining PBC's total sourcing
requirements when determining PBC's compliance with Section VII.A. In
addition, PBC shall be free to contact any vendor/supplier in Canada,
or any other vendor outside of Canada who is not a then current vendor
of Imagistics (1) for purposes of obtaining the 10% of its sourcing
requirements that are not subject to Section VII.A hereof and (2) with
respect to equipment purchases with respect to which Imagistics fails
to satisfy the terms of Section VII.A., clauses (i), (ii) or (iii).
V. Warranty
For each Imagistics product purchased by PBC, Imagistics shall transfer to
PBC all warranties and indemnifications that it holds from the equipment
manufacturer. If any warranty and/or indemnification is not transferable,
Imagistics will covenant to provide PBC with the practical benefits of such
warranty and/or indemnification. Imagistics will provide a list of all
warranties and indemnifications provided to Imagistics by the equipment
manufacturer with respect to existing equipment, supplies and parts.
Imagistics shall obtain any normal product certifications (e.g. United Lab
"small c", international access standards, etc.) to meet local law
requirements, including, without limitation, those relating to safety and
language; provided, however, that to the extent that there are incremental
costs associated with obtaining any certifications, PBC shall bear the
costs and expenses relating to same. Imagistics shall use its best efforts
to get additional features at the lowest possible price from its suppliers
to satisfy local requirements.
VI. Audit Rights
A. PBC, at its sole cost and expense, shall have the right to an annual
audit of Imagistics books and records (including agreements and
modifications to same) by an independent accountant from an
internationally recognized firm) to verify pricing and warranties.
B. Imagistics, at its sole cost and expense, shall have the right to an
annual audit of PBC's books and records by an independent accountant
from an internationally recognized firm) to verify PBC's compliance
with Section VII.A. hereof.
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VII. Nonexclusivity
A. Subject to clauses (i), (ii), (iii) of this paragraph VII.A. and
paragraphs VII.B., VII.C., VII.D. and VII.E. below, Imagistics shall
be the exclusive provider of PBC with respect to at least 90% of PBC's
total sourcing requirements relating to copiers and facsimile
machines, supplies, peripherals and all associated parts; provided,
however, that the equipment to be provided by Imagistics (i) meets the
specifications and requirements (including legal, language, and safety
requirements required under Canadian Federal and Provincial
regulations) for its intended use, (ii) is priced competitively with
similar equipment that may be purchased in Canada (e.g. to the extent
that similar equipment can be purchased in Canada at a lower price,
PBC will not be obligated to purchase same from Imagistics) and (iii)
is available to meet PBC's delivery requirements.
Equipment that will be subject to the provisions of paragraph VII.A.
will be as agreed to by the parties from time to time. In the event
PBC requests equipment falling outside of such list in terms of
features or functionality, paragraph VII.B. shall govern.
B. During the term of the Agreement, as and when PBC wishes to source
product outside of Imagistics' then current portfolio of products for
distribution in connection with individual tenders, requests for
proposals (RFP's) and individual customer requests, it may provide
Imagistics as soon as it has knowledge of same with reasonable written
notice (which shall in no event be less than ten (10) days) of the
type and quantity of machine(s) it desires, together with the required
level of product functionality and requested delivery schedule. If
Imagistics responds to PBC prior to the end of such ten (10) day
period that it is willing to provide products meeting PBC's
requirements (including delivery requirements), Imagistics shall be
granted the order on the specified terms, provided that Imagistics'
price is competitive with pricing of comparable equipment that may be
purchased in Canada. If Imagistics fails to timely respond to or
affirmatively rejects PBC's notice, PBC shall be permitted to pursue
other vendors with respect to the particular order on an unencumbered
basis. In no event, however, shall Imagistics' failure to respond
favorably to a particular order prejudice its ability to fulfill the
future sourcing needs of PBC on a preferred basis provided that
Imagistics meets the provisions outlined above with respect to those
future orders.
To the extent that PBC acquires a dealership that distributes
equipment in Canada that is competitive with the equipment to be
supplied by Imagistics to PBC under this Agreement, PBC shall use its
best efforts to transition out such portion of competitive products as
soon as reasonably possible in order to honor the exclusivity
provisions set forth in paragraph VII.A. above.
C. For purposes of obtaining the benefit of pricing set forth in Section
IV. of this Agreement, PBC shall have no minimum volume purchase
requirements with Imagistics except as provided in paragraph VII.A.
above.
D. The provisions of Section VII.A. above shall cease to apply upon (1)
notice by any party of termination of the covenant not to compete
pursuant to Section 8.12(b) of the Distribution Agreement and (2) the
termination of this Agreement.
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E. Upon notice by either party of its intention to not renew this
Agreement, the 90% requirement pursuant to Section VII.A. shall be
reduced by 50% of the declining percentage for each remaining quarter
until the termination date of the Agreement.
VIII. Indemnification
A. Imagistics shall indemnify, defend and hold harmless PBC, its
affiliates, directors, officers, and employees, from and against any
losses, claims of losses, damages and expenses (including without
limitation court costs and attorneys' fees) caused by:
i) Defective Equipment to the extent provided by the equipment
manufacturers to Imagistics;
ii) Copyright or other intellectual property right infringements as
set forth in Section VIII.E. below; and
iii) any other matters with respect to which Imagistics has obtained
indemnities and/or defense from its vendors/suppliers or third
parties.
B. PBC shall promptly notify Imagistics of any indemnification claims.
Imagistics shall have the right to control the defense of such claim
including the right, with the consent of PBC, to compromise or settle
such claim. PBC shall participate in such defense if request by
Imagistics and shall be reimbursed for the expenses incurred as a
result of such participation.
C. As previously agreed, Imagistics will transfer warranties and
indemnifications it receives from its suppliers for the equipment
purchased by PBC hereunder. If any such warranties and/or
indemnifications are not transferable, Imagistics hereby covenants to
provide to PBC the practical benefits of such warranties and/or
indemnifications. Imagistics hereby waives all warranties (express or
implied), other than the indemnities or warranties referred to in this
Agreement. Further, Imagistics will not be providing maintenance
service on equipment sold to PBC.
D. Imagistics shall provide PBC with notice prior to changing any
provisions in any supplier/vendor contract relating to indemnities,
warranties or any other provisions with respect to which Imagistics
has agreed to pass on the benefits to PBC.
E. Imagistics will, at its sole expense, indemnify, defend, and hold
harmless PBC, its parent, directors, officers and employees from and
against all liability as a result of a claim or action asserted by any
third party based upon PBC's or its customer's use and/or possession
of modifications to, or designs of equipment requested or completed by
Imagistics, which equipment has then been supplied to PBC by
Imagistics pursuant to this Agreement ("Infringing Equipment")
infringing any patent, copyright, trade secret, trademark or other
intellectual property right or interest of any third party
("Infringement") or any customer claim against PBC relating to any
Infringement, and Imagistics will pay damages, costs, expenses,
settlement amounts and judgments finally awarded
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against PBC or PBC's customers relating thereto (including court costs
and attorneys' fees). PBC agrees to promptly notify Imagistics in
writing of any matters in respect to which the foregoing indemnity may
apply. Imagistics shall have the exclusive right to control and
conduct the defense and settlement of all such claims or actions. PBC
agrees to provide such assistance at Imagistics' expense that may be
reasonably required by Imagistics in connection with such settlement
or defense. If final judgment shall be obtained against PBC's or its
customer's use or operation of the equipment supplied by Imagistics to
PBC pursuant to this Agreement, or any part thereof, by reason of such
Infringement, or if in Imagistics' opinion, such equipment is likely
to become subject to a claim of Infringement, Imagistics shall, at its
sole expense and option, either (a) modify the Infringing Equipment so
that it becomes non-infringing without materially altering its
capacity or performance; (b) procure for PBC or PBC's customer the
right to continue to use the Infringing Equipment; or (c) substitute
for the Infringing Equipment other equipment having a capability
equivalent to that of the Infringing Equipment. If neither (a) through
(c) above is available to Imagistics, then Imagistics shall refund to
PBC the purchase price of such unit of Infringing Equipment paid, pro
ratable, based upon a thirty-six (36) month useful life and shall
remove the Infringing Equipment at its sole cost and expense.
Imagistics shall have no liability with respect to any such claim or
action to the extent caused by the combination, operation or use of
the Infringing Equipment with any equipment, device, or alteration to
the Infringing Equipment not made or authorized in writing by
Imagistics. The foregoing states the entire liability of Imagistics to
PBC for Infringement.
IX. Service Level Agreements
Imagistics will provide the following to PBC at no charge:
A. Marketing & Sales Support
i) Monthly updates of new products.
ii) Imagistics Creative for all brochures (electronically)
iii) A Imagistics product launch binder for each product
iv) One time "train the trainer" session training on new products,
provided that PBC is responsible for the cost of travel and
lodging of its personnel participating in such training
v) A master copy on a per product basis of training materials to be
used for training the sales force
vi) Ability for PBC to participate in events (Seminars, Trade Shows,
etc.)
B. Technical & Service Support
i) Quality assurance testing, engineering and R&D
ii) One technical training (train the Trainer program) class per new
product introduction including all new product/feature
introductions, as well as iLearning. PBC may elect at their
discretion to arrange technical training at a Canadian facility
of their choice. PBC will pay the travel and living expenses of
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the trainer provided that PBC has approved such costs
in advance.
iii) Service bulletins and updates, trouble database, including access
to all web related information and problem resolution procedures
currently available.
iv) Technical & engineering bulletins
v) Patches & interface kits (including software updates for existing
products) provided that they are free to Imagistics; PBC shall
pay any incremental costs specific to PBC with respect to the
foregoing provided that PBC has approved such costs in advance
vi) Hotline support for technical issues (third level only; i.e.,
after their customer engineer and technical support people have
failed)
vii) Diagnostic tools (software based) provided that they are free to
Imagistics; PBC shall pay any incremental costs specific to PBC
with respect to the foregoing provided that PBC has approved such
costs in advance
Imagistics will provide the following at a mutually agreed upon
reasonable price:
o Customization to products - Parties to include a co-development
policy to meet Canadian requirements, including agreement
delivery timetable, pre and post sales support, intellectual
property rights etc.
o On-Site assistance
o Coordination of third party engineering support for unique
engineering requirements
The Parties will work in good faith to mutually agree to the following
within 90 days of the execution of the Agreement:
o On-site assistance procedure
o High profile event procedure
o Complaint procedure
o Standardized fault resolution process
o Contacts for technical product information
o Problem resolution process (including emergency, out of hours
coverage etc.)
o Monthly reporting and review of service level measures
o Process for dealing with epidemic failure of components
X. Cross Border Transactions
A. With respect to cross border transactions, regardless of whether
Imagistics or any of its employees, associates, agents, distributors,
affiliates or subsidiaries or PBC or any of its employees, associates,
agents, distributors, affiliates or subsidiaries, other than PBMS,
initiates the transactions, all revenue from sales or service and the
associated costs shall belong to the company in the territory where
installation of the equipment occurs. Each party may contract directly
with the customer for the sale, rental or service in its home country
or, if the customer
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requires a single point of contact, the parties shall enter into a
subcontract arrangement with the party in the country in which the
customer's applicable purchasing office is located serving as the
prime contractor. Each party shall decide the price and terms to be
charged within its respective country, provided, however, that with
respect to large transactions, each party's Contact for Cross Border
Transactions shall meet to decide the pricing to be charged to the
customer.
B. Each of Imagistics and PBC shall appoint a single contact person to
handle any such cross border transactions ("Contact for Cross Border
Transactions"). As of the date of this Agreement, the primary Contact
for Cross Border Transactions for each of Imagistics and PBC is set
forth below:
For PBC: Xxx Xxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Email: xxx.xxxxxx@xxxxxxxxxxx.xx
For Imagistics: Xxxxxxxxxxx Xxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Email: Xxxxx.Xxxxxx@xx.xxx
Each of the above shall be responsible for appointing a deputy to act
on his behalf in his absence.
C. Imagistics and PBC shall schedule periodic meetings for its sales
people involved in cross border transaction to ensure open
communications between PBC and Imagistics with respect to same.
XI. Product Sourcing
Imagistics, through its product sourcing, will use its best efforts to
ensure that Canadian product requirements are being met. The parties agree
to meet at least twice per year to obtain PBC input in the types and
qualities of products required to allow PBC to remain competitive in the
Canadian market place.
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