CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
EXHIBIT 10.28.1
AMENDMENT TO SERVICES AGREEMENT
This Amendment (the "Amendment"), dated as of April 1, 1999 (the "Effective
Date") amends the Services Agreement between Direct Sales Division, a division
of Sony Electronics Inc. ("Sony") and Intek Information Inc. ("Vendor") dated as
of May 1, 1997 and amended March 31, 1999 (the "Agreement").
1. AMENDMENT
---------
The Agreement is hereby further modified and amended as follows:
a. The term of the Agreement shall be extended for an additional two
years from the Effective Date of this Amendment.
b. Exhibit A of the Agreement and related referenced Attachments shall be
replaced in its entirety with the new Exhibit A and related referenced
Attachments attached hereto, effective as of April 1, 1999.
2. GENERAL
-------
a. The terms of this Amendment shall supersede any inconsistent or different
terms contained in the Agreement.
b. Defined terms used and not defined herein shall have the meanings assigned
to them in the Agreement.
c. This Amendment shall not be interpreted nor construed as waiving any
rights, obligations, remedies or claims the parties may otherwise have
under the Agreement.
d. Except as expressly modified herein, all terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Amendment as of the Effective Date.
DIRECT SALES DIVISION, A DIVISION OF
SONY ELECTRONICS INC. INTEK INFORMATION INC.
By: /s/ H. Komiyama By: /s/ Xxxxx Xxxxxxxx
---------------- ----------------------
Name: H. Komiyama Name: Xxxxx X. Xxxxxxxx
Title: President, PNSC Title: Executive Vice President/
a division of Sony Electronics, Inc. Chief Operating Officer
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
SERVICES AGREEMENT
EXHIBIT A
---------
SERVICES AND FEES
-----------------
Effective Date: July 1, 1999
This Exhibit A is attached to and made a part of the Services Agreement between
the Direct Sales Division of Sony Electronics Inc. ("Sony") and Intek
Information Inc. ("Vendor").
I. SCOPE OF SERVICES.
Vendor shall perform inbound and outbound telesales and related customer support
for Sony in connection with certain direct sales programs, which will offer
computer and computer related products and services to end-user customers (the
"Program"). Sony shall in its sole discretion determine the products and
services to be included in the Program and the nature of promotions to be
utilized in the Program. Vendor support shall be transparent to Sony customers
so that, to the extent permitted by applicable law, such customers will not know
whether they are speaking to Sony or Vendor acting on behalf of Sony. In
supporting the Program Vendor will provide the following services: order entry
systems, inventory systems, return merchandise authorization systems, EDI
transmission into Sony's STN system, processing files, online product
information systems, credit card authorization services/technology, welcome kit
with invoice to customer, database feeds to Sony or Sony designated third
parties, and sales reporting. Vendor will either address or route non-Program
related calls as Sony directs. Vendor shall implement such third party credit
verification and granting procedures as Sony may direct. Vendor shall follow the
EDI protocol designated by Sony, including but not limited to the items listed
in Attachment 1 hereto. Vendor shall use reasonable commercial effort to
implement an automated IVR that provides order tracking and shipping information
no later than December 1, 1999 (any cost to Sony for such IVR implementation
shall be limited to costs related to support of Sony-specific legacy systems
such as STN).
a. Recruiting, Hiring and Training of Personnel. Vendor will at all times
--------------------------------------------
ensure that sufficient trained personnel are available to meet the performance
standards in (d) below. Vendor will recruit, interview and hire dedicated sales
and customer service representatives (ISRs) to provide both inbound and outbound
telesales and customer service. Vendor will provide both initial and ongoing
training of such personnel. Sony will be billed [______] per hour for continuing
classroom product and development training (as opposed to initial training) that
exceeds 7.5% of ISR billable hours per fiscal quarter. Sony shall approve the
general characteristics of all ISR groups hired as well as the size of the Home
Office/ Business ISR groups.
b. Reporting. Vendor will provide reports in such format and frequency as
---------
reasonably requested by Sony in any standard electronic or non-electronic
format. Such reports may include daily real time reporting online as well as
weekly and monthly quantitative reporting including total calls by marketing
program, total sales by product by marketing program, cost per call
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
analysis, average call length, calls and sales analysis by hour, day, week and
month, and aspect reports by ISR. Notwithstanding any agreed reporting schedule,
Vendor will immediately notify Sony of any critical developments.
c. Database. Vendor will maintain a complete database of all Sony customers
--------
related to the Services hereunder containing such information as Sony shall
specify. Such database system shall be flexible enough to support multiple
marketing campaigns and categorize different information by campaign. Vendor
shall provide data from such database to Sony or third parties as designated by
Sony in accordance with a fee schedule to be mutually agreed by the parties no
later than November 1, 1999 and attached hereto as Attachment 3. Sony shall
approve all Vendor internal procedures regarding database management and
maintenance in writing, and Vendor shall follow such procedures without
exception. Upon termination or expiration of this Agreement Vendor shall deliver
such database in its entirety to Sony in standard electronic format and retain
no copies.
d. Performance Standards. Vendor will meet Sony's minimum performance
---------------------
standards as specified below in conducting telesales services:
i. On a monthly basis, monitor each ISR a minimum of three times
per forty (40) hours.
ii. On a monthly basis, maintain a ISR to supervisor ratio of 12:1.
iii. Provide a dedicated manager for the Program with no other
responsibilities.
iv. Provide a minimum hourly pay rate of [__________ (____)] per ISR
employed in the Northern California area beginning no later than
the ninety-first day of employment by Vendor.
v. On a monthly basis, answer eighty percent of incoming calls
within 30 seconds during both peak and non-peak times (three
minutes for Customer Service calls). "Customer Service" call
shall be defined as all outbound customer service calls and all
inbound calls that select the post sales customer service prompt
within the Sony IVR and are actually answered by Vendor customer
service representatives.
vi. On a monthly basis, maintain a call abandonment rate of less
than three percent (3%) during both peak and non-peak times
(twenty-five percent (25%) for Customer Service calls unless the
total percentage of Customer Service calls is below twenty
percent (20%) of the total calls answered, in which case the
abandonment percentage maximum for Customer Service calls shall
be reduced to ten percent (10%)).
vii. On a monthly basis, maintain a call blockage (busy) rate of less
than two percent (2%) during both peak and non-peak times
(twenty-five percent (25%) for Customer Service calls unless the
total percentage of Customer Service calls is below twenty
percent (20%) of the total calls answered, in which case the
abandonment percentage maximum for Customer Service calls shall
be reduced to ten percent (10%)).
viii. On a monthly basis, average hold time once a customer is within
the voice response unit must average less than 30 seconds (three
minutes for Customer Service calls unless customer service calls
exceed 20% of total calls.
3
ix. ISRs performing below quality standards must be coached and
counseled by Vendor in accordance with Vendor's corrective
action procedures and brought up to baseline quality standards
within 30 days.
x. With respect to Home Office/Business staffing, on a monthly
basis, Vendor shall not perform more than one hour daily of
training, focus groups or other meetings or breaks per 8 hour
day per ISR. ISRs shall be either engaged in a customer phone
call, engaged in wrap-up of a previous customer phone call (90
second average expectation of required time) or fully available
for customer phone calls 87% of their total work day.
xi. Automated support shall be provided 24 hours per day, 7 days per
week, 365 days per year.
xii. Live ISR's shall be available Monday-Friday 8 AM to 11 PM CST;
Saturday and Sunday 8 AM to 7 PM CST; 365 days a year. Changes
to such hours shall be mutually agreed by the parties in
writing. Customer service reps shall be available Monday -
Friday 8 AM to 5 PM PST. Home office reps shall be available
Monday - Friday 6 AM to 6 PM PST.
xiii. Vendor shall follow the EDI profile and procedures set forth in
Attachment 1.
xiv. Vendor shall utilize the staffing model generated by the Prime
Time software as used by Vendor on January 1, 1998, or such
other software or upgrade to Prime Time mutually agreed upon in
writing by the parties.
Vendor shall provide equipment and connections to allow Sony to perform remote,
undetected monitoring of ISR calls (Vendor shall ensure that all legally
required disclosure of such monitoring shall be made) at all times. Vendor shall
participate in such monitoring at Sony's request with 24 hours notice. Vendor
shall allow Sony nondisruptive on-site monitoring with 24 hours notice.
Vendor shall supply Sony with drafts of all sales and other scripts for Sony's
approval, which may be withheld in Sony's sole discretion.
e. Fee for Teleservicing Services.
------------------------------
i. Percentage of Revenues for all Sales other than "Home Office/Business"
Sales. For the period beginning July 1, 1999 through March 31, 2000,
Vendor shall be compensated for all of its services other than "Home
Office/Business Sales" on a percentage of revenue basis as set forth
in the chart below. For purposes of this Agreement, "Sony Revenues"
shall mean actual (April 1 to March 31) telesales revenue received by
Sony from customers ordering via Vendor, less taxes, refunds, fraud
charge writeoffs and shipping charges (if any). Taxes, refunds, and
shipping charges will be capped at [______] of Gross Revenue. "Sony
Revenue" shall never be less than [____] of telesales revenue received
by Sony from customers ordering via Vendor.
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
Sony Revenues Percent due Vendor
------------- ------------------
$ [__________] [____]
[_________] [____]
[__________] [____]
[______________] [____]
[______________] [____]
[______________] [____]
[______________] [____]
Upon attainment of $[________] in revenues, Vendor shall be paid a one time
bonus of [__]% of $[______________ ($____________)]. Upon attainment of the rate
of [____]% (greater than $[__________] but less than $[____________)] , the
reductions in percentage due Vendor based on Sony revenues are for incremental
revenue only.
ii. Home Office/Business Sales Compensation. For the period beginning
July 1, 1999 through March 31, 2000, Vendor shall be compensated for
all revenues related to Home Office / Business Sales at a rate of [$ ]
per hour based on ISR billable hours as determined by mutually agreed
scheduling software parameters. For purposes of this Agreement, "Home
Office / Business" sales shall be any sales developed or secured
through the Sony Financial Services Program plus any credit card
transactions discounted by Sony as part of its Sony Business Direct
program(s). Sony represents in good faith that the Sony Business
Direct program shall be directed toward business (including home and
small business) market segments. All Home Office / Business ISRs shall
be compensated an average of $[_____] per hour (base plus incentive).
iii. Sony shall pay Vendor a $[________] retainer on a monthly basis by the
last day of each month, subject to quarterly reconciliation to be
completed by the tenth (10/th/) business day after the end of a
quarter (June 30, September 30, December 31 and March 31.) At the time
of such reconciliation, any amount due from one party to the other
shall be paid within thirty (30) days.
iv. The fee for the period beginning April 1, 2000 and ending March 31,
2001 will be mutually agreed by the parties and memorialized in a
written amendment to this agreement prior to February 28, 2000; in the
event the parties do not agree after good faith negotiation (including
in person meetings with responsible management) on such fee this
Agreement shall expire as of March 31, 2000 and Sony shall pay Vendor
a one-time fee of $[__________] in lieu of any other termination
obligation (including any obligation to provide minimum call volume).
v. Adjustments. The fee payable to Vendor shall be subject to adjustment
as set forth in this Section (e) (v).
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
(A) If over twenty percent (20%) of total inbound and outbound calls to Vendor
constitute "Customer Service" calls as defined in Section I(d)(v), through no
fault of Vendor, such number of calls that are incremental over the twenty
percent (20%) limit shall be billed to Sony at $[_____] per hour or such other
amount as the parties may mutually agree.
(B) Sony shall provide Vendor with rolling three month advance inbound call
forecasts by the fifteenth (15/th/) of each month for the next three full month
period. If actual realized call volume for the first month of such three month
forecast period is less than eighty seven point twenty five percent (87.25%) of
such three month forecast's prediction, the incremental difference between
actual call volume and the eighty seven point twenty five percent (87.25%)
requirement shall be billed to Sony at the rate of $[_____] per hour. Vendor
will not be held to performance standards I (d) (v--viii) for any month when
actual volume variance is + 12.75% of the three month forecast.
Example: May forecast 1 000 calls
May actual 700 calls
Percent to forecast 70%
Percent to forecast goal 87.5%
Percent under goal 17.5%
Staffing hours for forecast 100 hours
Percent hours at hourly rate 17.5 hours
Hourly xxxx rate $ [__]
Incremental billing amount $[______]
(C) Sony shall provide Vendor with a confidential quarterly forecast of
expected sales of Sony desktop and notebook PC CPU units through Vendor. On a
product build cycle basis, if Sony does not maintain at least an average 87.5
percent (87.5%) order fill rate (orders other than pre-orders shipped within a
sixty (60) day period) by product build basis forecast of orders on PC notebook
and desktop computer CPU units, Vendor shall xxxx Sony such incremental amount,
if any, as Vendor would have realized if such forecast amounts, had been
fulfilled at an average 87.5 percent (87.5%) fill rate. Such financial
adjustment shall not be made for Sony's delay or inability to fulfill due to
force majeure.
(D) Vendor agrees to provide information technology (IT) customization services
beyond those within the scope of the inclusive retainer relationship herein
("New IT Services") at negotiated mutually agreed rates. Sony shall approve all
such New IT Services in writing before such New IT Services and rates are
initiated. The mutually agreed upon rates for all New IT Services, definition of
scope of such services, and any special terms or payment considerations will be
attached to this document by November 1, 1999.
(E) For any period of time Vendor is not in compliance with the minimum
performance standards set forth in I (d) above and Vendor has been notified in
writing of such default during the applicable cure period, Vendor or any
extension to such cure period, Vendor's fee percentage of revenues for such
period shall be adjusted downward by one-half percent (0.50%) and Vendor's
hourly rate shall be adjusted downward to $[______] per hour. No adjustment
shall be
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
made if the actual call volume is more than 12.75% of the first month of the
three month call forecast.
(F) If Vendor's customer fulfillment activity increases more than ten percent
as a percentage of total units sold beyond the level for the year ending April
1, 1999, Sony shall pay for incremental fulfillment beyond such April 1, 1999
fulfillment percentage plus ten percent on a per unit basis. Such incremental
units shall be billed by Vendor in accordance with the feeds outlined in
Attachment 4 along with related supplies and postage.
iii. ISR Incentive Plan. Sony at its sole discretion may fund an
additional ISR Incentive Program, the terms of which the parties shall mutually
agree to in writing. Vendor will pay any agreed incentives within 30 days of ISR
accrual and Sony shall find such payment within thirty days of Vendor invoice
(which shall not be issued prior to Vendor payment to ISRs).
iv. Call Volume. Subject to Section 1(e)(iv) Sony shall provide
Vendor the data and authority to receive at least 25,000 calls per month; Sony
however provides no guarantee, in the event of a business downturn, that such
call volume will be achieved. For purposes of this section, business downturn
shall be defined as circumstances not controlled directly or indirectly by Sony
that causes a material decline in telephone traffic, sales and/or the
profitability of the VAIO business segment of business for Sony no longer meets
the internal business requirements of Sony to continue in, such business segment
through direct marketing. In the event that Sony relies on this section in order
to justify the decline in call volume as outlined above, it is understood and
agreed that Sony shall not change the business requirements for continuation in
said business segment in order to invoke this section. It is further understood
and agreed that in the event that call volume goes below 25,000 per month and/or
Sony determines that Sony shall no longer participate in the VAIO segment,
Vendor shall be entitled to payment as if the campaign continued to the ending
date of this Agreement with incoming call volumes of ten thousand (10,000) per
month at the average Sony revenues attributable to such a call volume for the
ninety (90) days prior to the announcement by Sony of Sony's discontinuation of
participation in such business segment.
v. Vendor shall conduct Sony teleservices activities only at the
following call center locations at the following percentages: Northern
California (excluding Hayward after a to be mutually agreed point in time): 55-
75%; Fort Xxxxx, Kansas: 25-45% and Denver. The parties will mutually agree on
a plan to transition services from Denver. Any changes outside of the above
ranges and locations must be approved by Sony in writing.
f. Hardware and Software. The hardware and software referenced on Attachment
---------------------
3A, is the property of Sony. If Vendor has not already, Vendor shall take all
appropriate actions to transfer ownership and otherwise secure for Sony's
benefit the use of such hardware and software. Except as provided in Attachment
3A, Vendor shall be required to provide all hardware, software,
telecommunications and infrastructural resources to enable full customer support
services.
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
g. Invoice and Thank-You Kit Project. Vendor shall perform additional
---------------------------------
services in connection with invoicing and inclusion of a thank you kit in
invoice mailings per Attachment 4. The Percentage of Revenues fee in e(i) above
shall constitute Vendor's sole compensation for such services.
h. Sony Loan of Equipment/Products. Vendor shall execute an Equipment Loan
-------------------------------
Agreement with Sony for all equipment loaned by Sony to Vendor in the form of
Attachment 5. Such equipment shall include any hardware or software purchased
for Sony by Vendor as provided in Attachment 3A.
i. Ownership of Telephone Numbers. Sony shall own all telephone numbers,
------------------------------
including 800 numbers, used in connection with the Services unless owned by some
other service provider.
j. Training Fees. Sony shall pay the fees specified in Attachment 6 with
-------------
respect to the training services. Notwithstanding the foregoing, Vendor shall
be responsible for all new-hire training cost as a result of annual attrition
rates greater than twenty eight percent (28%).
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 1
------------
EDI PROTOCAL
------------
9
CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
Intek Profile and Procedures
[_______
___________________________
___________________________
___________________________
___________ ________________
___________ ________________
___________ ________________
___________ ________________
___________ ________________
____________________
______________________________________________________________________________
______________________________________________________________________________
____________________________________________
____________________________________________]
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 3A
-------------
LIST OF HARDWARE AND SOFTWARE PURCHASED BY VENDOR AND
-----------------------------------------------------
SOLD TO SONY
------------
Exhibit A
---------
------------------------------------------------------------------------------------------------------------------------------
Equipment Quantity Unit Price Extended Price
------------------------------------------------------------------------------------------------------------------------------
Compaq Servers
Compaq Proliant 50000R 6/200 2 12,307.00 24,614.00
Pentium Pro 6/200 Processor Kit 2 2,125.00 4,250.00
Rack-Mountable Storage System 2 1,118.00 2,232.00
Rack - 42U 1 1,678.00 1,678.00
Rack Stabilizing Kit 1 124.00 124.00
Rack Sidewall Kit for Rack - 42U 1 208.00 208.00
Rack Blanking panel Kit 1 45.00 45.00
2.1 GB Hard Drive Hot Pluggable 10 770.00 7,700.00
Smart UPS 30000RM, 30000VA 2 1,712.00 3,424.00
Netflex Controller 2 169.00 338.00
10/100 Base TX UTP Module 2 97.00 194.00
SCSI Storage Expander For Rack 2 661.00 1,322.00
V50 Monitor 2 361.00 722.00
Rack External Keyboard 2 30.00 60.00
Compaq Mouse 2 35.00 70.00
Backup Exec Software for Windows NT v.6.1 2 437.00 874.00
126MB DIMM RAM Memory Kit 2 1,397.00 2,794.00
------------------------------------------------------------------------------------------------------------------------------
Subtotal 50,649.00
------------------------------------------------------------------------------------------------------------------------------
Freight 121.44
Tax 3,925.30
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Subtotal Compaq Servers with Freight and Tax 54,695.74
------------------------------------------------------------------------------------------------------------------------------
Sybase Database Licenses
Sybase Replication Server 2 [________] [_________]
SQL Server NT - 64 User 1 [_________] [________]
Replication Server Manager 1 [_______] [________]
Sybase Replications Server Support 2 [_______] [________]
SQL Server NT - 64 User Support 1 [_______] [________]
Replication Server Manager Support 1 [______] [________]
------------------------------------------------------------------------------------------------------------------------------
Subtotal 40,255.30
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Freight 150.00
Tax 3,119.79
------------------------------------------------------------------------------------------------------------------------------
Subtotal Sybase Database Licenses with Freight and Tax 43,525.09
------------------------------------------------------------------------------------------------------------------------------
Grand Total All Equipment Freight and Tax 98,220.82
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 4
------------
Sony Invoice & Thank You Kit Proposal
Invoicing will require the following items be custom hand picked, packed,
sealed, metered and mailed 1st class:
Invoice
Personalized letter - customer name & address, ISR name & extension who placed
order
Full Line Catalog - 6" x 9", 41 pages
Product Return Labels
Return Request Process/Instructions - 2 pages
Return Checklist - 1 page
Gift - Package of Klear Screen Wipes
Assumptions
-----------
. Sony will provide Intek with custom 9" x 12" envelopes w/ Sony "Direct"
Logo
. Sony will provide Intek with all preprinted materials; catalogs, brochures,
labels, envelopes, etc...
. Sony will provide Intek with 1 month inventory of all above items - Intek
will provide Sony inventory usage reports
. Intek will supply and laser print the Return Request Process/Instructions,
Return Checklist, and Terms and Conditions
. Sony has requested a "Blurb" box-advertising message on invoice; this can
change monthly but it is not product specific
. Thank you kit to include a "checklist of items required to be returned to
receive full RMA credit"
. Sony is responsible for all mailing charges; Intek will use its own postage
account, track costs, and pass through mailing costs
. Based on $[___] volume 1st full year and average order price of $[_____]
this is estimated at 115 invoices/day
. Setup charges for creating the invoice and creating personalized letters
are billed at $[__]/hour.
. Setup charges requiring senior level programming skills are billed at
$[_____]/hour.
. Daily Minimum Charge of $[___] to cover both invoicing and literature
fulfillment
. Invoicing will be done Monday through Friday (Saturday and Sunday's
invoicing will be done on Monday)
. Intek will provide a daily invoicing confirmation report online
. The prices listed below are priced on a "per thousand" basis
Service Provided Unit Cost Daily Qty Daily $'s Monthly $'s Annual $'s
-------------------------------------------------------------------------------------------------------------------
Invoicing/Thank You Kit Fees
Laser Print Invoice $ [___] 115 $ [_____] $ [______] $ [ __________]
Laser Print Personalized Letter $ [___] 115 $ [_____] $ [ _______] $ [_________]
Laser Print/Copy Return Process, Checklist $ [___] 115 $ [_____] $ [______] $ [_______]
Insert Invoice, Letter, Process & Checklist $ [___] 115 $ [_____] $ [______] $ [_______]
Insert Full Line Catalog, Gift, Return $ [___] 115 $ [_____] $ [______] $ [________]
Labels
Print Label 1 1/3" x 4" Xxxxx labels $ [___] 115 $ [_____] $ [______] $ [_______]
Hand Label $ [___] 115 $ [____] $ [______] $ [_______]
Seal Flat (9 x 12), meter, and mail $ [___] 115 $ [____] $ [______] $ [_______]
-------------------------------------------------------------------------------------------------------------------
Total Unit Cost Invoice/Thank You Kit $ [___] 115 $ [______] $ [_________] $ [___________]
-------------------------------------------------------------------------------------------------------------------
Warehousing of materials
Pallet Storage Fees - per pallet/month $ [_____]
Box Storage Fees - per box/month $ [_____]
- approximately 4 boxes/pallet
Rack Storage Fees - per rack/month $ [____]
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 4
------------
Literature Fulfillment Proposal
Literature Fulfillment will require the following items be custom hand picked,
packed, sealed, metered and mailed 1st class:
Personalized letter - customer name & address, ISR name & extension who placed
the order
Full Line Catalog - 6" x 9", 41 pages
Personalized address label
Assumptions
-----------
. Sony will provide Intek with custom 6" x 9" windowed envelopes w/Sony
"Direct" Logo
. 6" x 9" envelope will have window customized and address on letter will be
formatted to fit within window
. Sony will provide Intek with all preprinted materials; envelopes, catalogs,
spec sheets, etc.
. Sony will provide Intek with 1 month inventory of all above items - Intek
will provide Sony inventory usage reports
. Sony is responsible for all mailing charges; Intek will use its own postage
account, track costs, and pass through mailing costs
. Based on a potential call volume of 10,000 calls/month, Intek has estimated
25% or 2500 literature fulfillments/month
. Setup charges for creating personalized letters are billed at $[__] /hour.
. Setup charges requiring senior level programming skills are billed at
$[___] /hour.
. Daily Minimum Charge of $[___] to cover both invoicing and literature
fulfillment.
. Literature Fulfillment will be done Monday through Friday (Saturday and
Sunday's invoicing will be done on Monday)
. Intek will provide a daily literature fulfillment confirmation report
online
. The prices listed below are priced on a "per thousand" basis
Service Provided Unit Cost Daily Qty Daily $'s Monthly $'s Annual $'s
----------------------------------------------------------------------------------------------------------------
Literature Fulfillment Fees
Laser Print Personalized Letter $ [ ] 125 $ [ ] $ [ ] $ [ ]
Fold and Insert Letter $ [ ] 125 $ [ ] $ [ ] $ [ ]
Insert 6" x 9" Full Line Catalog $ [ ] 125 $ [ ] $ [ ] $ [ ]
Seal 6" x 9" Envelope, meter and mail $ [ ] 125 $ [ ] $ [ ] $ [ ]
----------------------------------------------------------------------------------------------------------------
Total Unit Cost Literature Fulfillment $ [ ] $ [ ] $ [ ] $ [ ]
----------------------------------------------------------------------------------------------------------------
Warehousing of materials
Pallet Storage Fees - per pallet/month $ [ ]
Box Storage Fees - per box/month $ [ ]
approximately 4 boxes/pallet
Rack Storage Fees - per rack/month $ [ ]
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 4
------------
Literature Fulfillment Services & Price List
(Prices are per Thousand)
. Sony will provide Intek with all custom envelopes w/ Sony "Direct" Logo
. Sony will provide Intek with all preprinted materials; catalogs, labels,
spec sheets
. Sony will provide Intek with 1 month inventory of all above items - Intek
will provide Sony inventory usage reports
. Sony is responsible for all mailing charges; Intek will use its own postage
account, track costs, and pass through mailing costs
. Setup charges for creating personalized letters are billed at $[ ]/hour.
. Setup charges requiring senior level programming skills are billed at
$[ ]/hour.
. Daily Minimum Charge of $[ ] to cover both invoicing and literature
fulfillment
. Literature Fulfillment will be done Monday through Friday (Saturday and
Sunday's invoicing will be done on Monday)
. The prices listed below are priced on a "per thousand" basis.
Service Provided Unit Cost
-------------------------------------------------------------------------------
Printing-Standard Letter (per piece)
Laser Printing Invoice $ [ ]
Laser Printing Personalized Letter $ [ ]
Laser Printing Standard Letter $ [ ]
Laser Printing Label $ [ ]
Folding (per fold)
Machine Fold $ [ ]
Hand Fold $ [ ]
Hand Inserting (per Insert)
Letters (# 10) $ [ ]
Flats (9 x 12) $ [ ]
Odd Shaped - Catalogs, Magazines $ [ ]
Pens, etc... $ [ ]
Hand Labeling (pressure sensitive)
Letters (# 10) 1 1/3" x 4" Xxxxx laser printable labels [ ]
Flats (9 x 12) 1 1/3"' x 4" Xxxxx laser printable labels [ ]
Sealing
Letters (#10) $ [ ]
Flats (9 x 12) $ [ ]
Metering
Meter Stamp $ [ ]
Hand Stamp $ [ ]
Hand Sorting (per piece)
Zip Order
Letters (#10) $ [ ]
Flats (9 x 12) $ [ ]
Non-Zip Order
Letters (#10) $ [ ]
Flats (9 x 12) $ [ ]
Hand Counting (per piece) $ [ ]
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 5
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EQUIPMENT LOAN AGREEMENT
------------------------
Date: December 2, 1997
THIS AGREEMENT is between the following parties:
Sony Electronics Inc. Intek Information, Inc.
Information Technologies of America 0000 Xxxxxx Xxxx
0000 Xxxxxx Xxxx Xxxxx 000
Xxx Xxxx, XX 00000-0000 Xxx Xxxxx, XX 00000
("Sony") ("Company")
Sony agrees to lend to the Company and Company agrees to accept the following
Equipment on the following terms and conditions:
1. Description and value of the Equipment: Attached as Exhibit A
2. The Equipment shall be located at the following location: Intek
-----
Information, Inc. 0000 Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
------------------------------------------------------------------
Company agrees not to remove the Equipment from this location without prior
written consent of Sony.
3. Delivery of the Equipment to Company shall be the sole responsibility of
Sony. Sony shall assume all risk of loss or damage in transit until
delivery to the aforementioned location.
4. Upon the expiration or termination of this Agreement, Company agrees to
return the Equipment to Sony at the Sony location designated by Sony for
such return. All costs of return delivery shall be borne solely by Company.
The Company shall assume all risk of loss or damage in transit until
delivery to Sony.
5. Title to the Equipment shall at all times remain with Sony. Company assumes
all risk of loss regardless of cause.
6. Company shall exercise due care for the safekeeping of the Equipment and
keep the Equipment in a safe and secure environment at all times.
7. Company agrees to pay for any Equipment which is not returned at the value
listed above plus any applicable sales and use taxes. Sony agrees to pay
the cost of repairs on any Equipment which becomes defective during the
loan period.
8. The loan shall be for the term of that Services Agreement between the
parties dated May 1, 1997 unless otherwise extended in writing by the
parties to this Agreement.
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CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
9. Company agrees to use the Equipment only for the purpose(s) stated below:
To host Sony Electronics Teleservicing Application and Sybase Database.
----------------------------------------------------------------------
10. Sony shall not be liable for any incidental or consequential damages
arising out of use of the Equipment.
11. Company acknowledges that the Equipment has been inspected and is in good
repair and operating condition.
12. Sony lends the Equipment to the Company AS IS AND WITH ALL FAULTS and
specifically disclaims ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Sony Electronics Inc. Intek Information, Inc.
By: ______________________ By: ________________________
Print Name: ________________ Print Name: _________________
Title: _____________________ Title: ______________________
Date: _____________________ Date: ______________________
16
CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
Exhibit A to Attachment 5
-------------------------
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Equipment Quantity Unit Price Extended Price
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Compaq Servers
Compaq Proliant 50000R 6/200 2 12,307.00 24,614.00
Pentium Pro 6/200 Processor Kit 2 2,125.00 4,250.00
Rack-Mountable Storage System 2 1,118.00 2,232.00
Rack - 42U 1 1,678.00 1,678.00
Rack Stabilizing Kit 1 124.00 124.00
Rack Sidewall Kit for Rack - 42U 1 208.00 208.00
Rack Blanking panel Kit 1 45.00 45.00
2.1GB Hard Drive Hot Pluggable 10 770.00 7,700.00
Smart UPS 30000RM, 30000VA 2 1,712.00 3,424.00
Netflex Controller 2 169.00 338.00
10/100 Base TX UTP Module 2 97.00 194.00
SCSI Storage Expander For Rack 2 661.00 1,322.00
V50 Monitor 2 361.00 722.00
Rack External Keyboard 2 30.00 60.00
Compaq Mouse 2 35.00 70.00
Backup Exec Software for Windows NT v.6.1 2 437.00 874.00
126MB DIMM RAM Memory Kit 2 1,397.00 2,794.00
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Subtotal 50,649.00
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Freight 121.44
Tax 3,925.30
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Subtotal Compaq Servers with Freight and Tax 54,695.74
-----------------------------------------------------------------------------------------------------------------------------
Sybase Database Licenses
Sybase Replication Server 2 [ ] [ ]
SQL Server NT - 64 User 1 [ ] [ ]
Replication Server Manager 1 [ ] [ ]
Sybase Replications Server Support 2 [ ] [ ]
SQL Server NT - 64 User Support 1 [ ] [ ]
Replication Server Manager Support 1 [ ] [ ]
-----------------------------------------------------------------------------------------------------------------------------
Subtotal 40,255.30
-----------------------------------------------------------------------------------------------------------------------------
Freight 150.00
Tax 3,119.79
-----------------------------------------------------------------------------------------------------------------------------
Subtotal Sybase Database Licenses with Freight and Tax 43,525.09
-----------------------------------------------------------------------------------------------------------------------------
Grand Total All Equipment Freight and Tax 98,220.82
-----------------------------------------------------------------------------------------------------------------------------
17
CONFIDENTIAL TREATMENT OF REDACTED PORTIONS REQUESTED BY
INTEK INFORMATION, INC.
ATTACHMENT 6
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FEE SCHEDULE
------------
Campaign Set-Up Fee Schedule
--------------- ------------
Program Design and Set-Up $[ ]/hour
IT Programming and Services Per Attachment 3 & 4
Training $ [ ] /hour
Travel and Expenses At Vendor cost without
Markup (passthrough)
Trainer Included
Recruiting Included
Project Management Included
Campaign Administrator $[ ]/hour
DEI Sales Training At Vendor cost without
Markup (passthrough)
Operating Features Fee Schedule
------------------ ------------
Automated Support (VRU) $[ ]/min
Live Support (ISRs) Per Attachment 2
Training (New Hire, Replacement, Ongoing, Enhancement) $[ ]/hour
E-Mail Communication to Consumers $[ ]/hour
IT Programming and Services Per Attachment 3 & 4
Trainer Included
Fax/E-Mail Communication with Sony Included
Project Management Included
Quality Assurance Included
Supervisors Included
Voice Talent $[ ]/hour
Campaign Administration $[ ]/hour
ISR Incentive Plan At Vendor cost without
Markup (passthrough)
Fax on Demand to Consumers $[ ]/page
Travel and Expenses At Vendor cost without
Markup (passthrough)
18
