EXHIBIT 10.1
SERVICE AGREEMENT
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THIS AGREEMENT entered into by and between Applications Unlimited, Inc., a
Delaware corporation ("AUI"), Control Group, Ltd., a Delaware corporation
("Control Group") and Masterpiece Consulting Corporation, a Pennsylvania
corporation ("Masterpiece").
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I. BACKGROUND
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1.01. AUI conducts business through a number of divisions, one of which is
located in Bensalem, Pennsylvania (the "Bensalem Division"), another of which is
located in Milltown, New Jersey (the "Milltown Division").
1.02. Concurrently with the execution of this Agreement, the following has
occurred:
a. Xxxxxxx X. Xxxxxx ("Chomik"), Xxxxxxx X. XxXxxxxx, Xx.
("DeGrosky"), Xxxxxx X. Xxxx ("Xxxx"), Xxxxxxxx X. Xxxxx ("Xxxxx"), Xxxx X.
Xxxxx ("Xxxxx") and AUI executed a certain agreement (the "Settlement
Agreement") pursuant to which, inter alia, Xxxxx and Xxxxx resigned as officers,
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directors and employees of AUI and transferred their stock in AUI to Chomik and
DeGrosky (as a result of which Xxxx, Chomik and DeGrosky [cumulatively the
"Shareholders"] are the sole shareholders, officers and directors of AUI); and
b. AUI and Masterpiece entered into a certain agreement (the
"Division Transfer Agreement") pursuant to which, inter alia, AUI transferred
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specified assets of the
Bensalem Division and the Milltown Division (cumulatively the "Divisions") to
Masterpiece, along with certain contract rights and obligations pertaining to
the Divisions.
1.03. The Division Transfer Agreement, Settlement Agreement, this
Agreement and the documents being executed in connection with the foregoing have
been executed concurrently and have been executed in consideration of each
other.
1.04. Xxxxx and Mayor managed the Divisions, whose products and services
were sold to customers of AUI, the largest of which was and is Control Group.
1.05. DeGrosky and Chomik are the sole shareholders, officers and
directors of Control Group.
ARTICLE II. CONTRACTS TO BE OFFERED TO MASTERPIECE
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2.01. AUI and Control Group shall offer (unless contractually restricted
generally by their customer to use another designated laser lettershop vendor
and another designated data processing vendor for that contract) to Masterpiece,
and Masterpiece shall have the first option to perform for AUI and Control Group
the services set forth on Schedule 2.01 (the "Designated Services") upon the
terms and conditions set forth in this Agreement.
2.02. AUI or Control Group, as the case may be, shall deliver to
Masterpiece a purchase order (the "Purchase Order") setting forth the nature and
scope of the Designated Services requested along with any special terms and
conditions in connection therewith.
2.03. Masterpiece shall, within two (2) business days following receipt of
the Purchase Order, advise Control Group or AUI, as the case may be, whether it
agrees to and can perform the Designated Services within project deadline
timeframes and within requirements as set forth in the Purchase Order. In the
event that Masterpiece declines the
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Purchase Order or fails to respond as set forth above (a "Declined Purchase
Order"), the Declined Purchase Order (without modification or amendment) may be
contracted out to any other company or person at a cost equal to or less than
the compensation that would have been payable to Masterpiece had it accepted the
purchase order. If there is a Declined Purchase Order, AUI and/or Control Group
shall, without demand, provide Masterpiece with a copy of the actual purchase
order from the successful vendor based on the same terms and conditions as in
the original Purchase Order supplied to Masterpiece for that particular
contract.
ARTICLE III. COMPENSATION FOR DESIGNATED SERVICES
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3.01. In connection with Purchase Orders performed by Masterpiece for
mailings, Masterpiece shall be compensated as set forth on the "Agency
Lettershop Pricing" attached as Schedule 3.01.
3.02. In connection with Purchase Orders performed by Masterpiece for
computer programming and/or processing, and related services, Masterpiece shall
be compensated pursuant to the data processing pricing program (the "Data
Processing Pricing Program"), a copy of which has been delivered to AUI and
Control Group and which is attached, in a sealed and initialled envelope, as
Schedule 3.02, and which is based upon the "Data Processing Job Billing
Worksheet", a copy of which is attached as Schedule 3.02(a).
3.03. If the compensation for Designated Services set forth on a Purchase
Order is not capable of computation based upon Agency Lettershop Pricing or the
Data Processing Pricing Program, the Purchase Order shall clearly state such
fact and shall set forth the compensation proffered.
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3.04. Invoices of Masterpiece for Purchase Orders performed shall be
payable within thirty (30) days, with a late fee of one (1%) percent per month,
or any portion thereof, in excess of thirty (30) days. Notwithstanding the
foregoing, in connection with any Purchase Order accepted by Masterpiece (an
"Accepted Purchase Order") which requires a mailing, postage as computed by
Masterpiece, shall be payable within five (5) days prior to mail drop.
ARTICLE IV. WORK IN PROCESS
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4.01. As of the date hereof, the Divisions were performing Designated
Services for customers of AUI.
4.02. On this date AUI has issued Purchase Orders to Masterpiece for
completion of work in process by the Divisions and Masterpiece has accepted all
such Purchase Orders.
ARTICLE V. ADVANCES
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5.01. AUI and/or Control Group shall pay to Masterpiece Three Hundred
Sixty Thousand ($360,000.00) Dollars (the "Advances") which shall be applied
against sums due by AUI and/or Control Group for Accepted Purchase Orders
performed by Masterpiece.
5.02. The Advances shall be paid in the following manner:
a. $15,000.00 upon execution of this Agreement; and
b. weekly payments of $15,000.00 commencing one week from the date
of this Agreement and continuing on the same day of each
successive week for 23 weeks.
5.03. Advances shall be applied to amounts due Masterpiece by AUI and/or
Control Group regardless of who paid any or all of the Advances.
5.04. Advances shall be applied first to interest due Masterpiece and the
balance, if any, to the principal amount of Masterpiece's oldest outstanding
invoice.
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5.05. Advances shall not be considered escrow funds and may be utilized by
Masterpiece for such purposes as Masterpiece, in its sole discretion, elects.
5.06. Advances shall be made without demand and without set-off.
5.07. Advances shall be payable to Masterpiece regardless of whether AUI
and/or Control Group continue to offer Designated Services to its customers
(regardless of the reason including, but not limited to, the bankruptcy,
insolvency, or cessation of business operations of AUI and/or Control Group,
etc.).
5.08. In the event the amount due and payable Masterpiece exceeds Advances
made, AUI and Control Group shall be required to pay the entire amount due and
payable Masterpiece.
5.09. In the event AUI and/or Control Group shall fail to pay any of the
first four (4) Fifteen Thousand Dollar ($15,000) payments when due, the
principal amount of Three Hundred Sixty Thousand ($360,000.00) Dollars less
Advances previously paid, shall become immediately due and payable and interest
on the unpaid balance shall accrue at the rate of twelve (12%) per annum.
5.10. In the event AUI and/or Control Group shall fail to pay any of the
other Fifteen Thousand Dollar ($15,000) payment within seven (7) days of when
that payment is due, then the remaining principal amount of Three Hundred Sixty
Thousand ($360,000.00) Dollars less Advances previously paid, shall become
immediately due and payable and interest on the unpaid balance shall accrue at
the rate of twelve (12%) per annum.
5.11. THE FOLLOWING PARAGRAPH CONTAINS A WARRANT OF AUTHORITY FOR AN
ATTORNEY TO CONFESS JUDGMENT AGAINST AUI AND CONTROL GROUP. IN GRANTING THIS
WARRANT OF ATTORNEY TO CONFESS
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JUDGMENT AGAINST AUI AND CONTROL GROUP, AUI AND CONTROL GROUP HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY, AND, ON THE ADVICE OF SEPARATE COUNSEL OF AUI AND
CONTROL GROUP, UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS AUI AND CONTROL GROUP
HAVE OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE
RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
PENNSYLVANIA.
5.12. In the event AUI and/or Control Group shall fail to make the payments
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required to be made in Paragraphs 5.09 and 5.10 above, AUI and Control Group,
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and each of them, authorize and empower any attorney of any court of record of
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Pennsylvania or elsewhere to appear for and confess judgment against them, and
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each of them, for the amount then outstanding under this Service Agreement, as
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of any term, with or without declaration filed, with costs of suit, release of
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errors, without stay of execution and with reasonable attorneys' fees, and do
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hereby voluntarily agree that any real and personal property subject to such
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judgment may be sold on a writ and hereby waive and release all relief from any
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and all appraisement, stay or exemption laws of any state, now in force or
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hereafter to be enacted. The power to enter judgment against the AUI and Control
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Group shall not be exhausted by any exercise of the power and shall continue
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from time to time and at all times until full payment of all amounts due under
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this Service Agreement. For the purpose of entering judgment, this Service
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Agreement or a copy hereof verified by affidavit shall be a sufficient warrant.
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ARTICLE VI. TERM OF AGREEMENT
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6.01. This Agreement shall remain in effect until Masterpiece has been paid
Four Million One Hundred Thousand ($4,100,000.00) Dollars for Accepted Purchase
Orders.
6.02. Notwithstanding the foregoing, this Agreement may be terminated upon
the mutual written agreement of all of the parties hereto.
ARTICLE VII. PAYMENTS TO CHOMIK AND DEGROSKY
PURSUANT TO THE SETTLEMENT AGREEMENT
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7.01. On or before the tenth day of every month commencing August 10, 1997,
Masterpiece shall pay to Chomik and DeGrosky each, five (5%) percent of the
principal amount paid (excluding postage and freight) AUI and/or Control Group
during the previous calendar month for Accepted Purchase Orders and/or as
Advances.
7.02. The payments to be made by Masterpiece to Chomik and DeGrosky as set
forth above shall continue until Chomik and DeGrosky shall each have received
$80,000.00.
7.03. After AUI and/or Control Group have paid $1,600,000 to Masterpiece
for Accepted Purchase Orders, in the aggregate, then Masterpiece's price for the
next $1,500,000 of Accepted Purchase Orders shall reflect a discount of five
percent (5%) of the standard price as shown as Schedules 3.01, 3.02 and 3.02(a)
attached hereto and incorporated herein by reference.
ARTICLE VIII. PAYMENT TO AUI PURSUANT TO
DIVISION TRANSFER AGREEMENT
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8.01. On or before the tenth day of every month during that period of time
set forth below, Masterpiece shall pay to AUI ten (10%) percent of the principal
amount paid
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(excluding postage and freight) by AUI and/or Control Group during the previous
calendar month for Accepted Purchase Orders.
8.02. The payments to be made by Masterpiece to AUI as set forth above
shall commence after Masterpiece has received Three Million One Hundred Thousand
($3,100,000.00) Dollars (excluding postage and freight) for Accepted Purchase
Orders, and shall continue until AUI has received One Hundred Thousand
($100,000.00) Dollars.
8.03. The payments to AUI pursuant to this Article represent the amount
payable by Masterpiece in connection with the Division Transfer Agreement.
ARTICLE IX. FORCE MAJEURE
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9.01. Each of the parties hereto shall be excused from the performance of
his/its obligations hereunder (other than payment of money) to the extent
performance of this Agreement is prevented by Force Majeure and such excuse
shall continue as long as the condition constituting such Force Majeure
continues. For purpose of this Agreement, Force Majeure shall mean causes beyond
the control of the parties, including, without limitation acts of God, acts,
regulations or laws of any government, civil commotion, strikes, destruction of
product facilities or material by fire, earthquake or storm, epidemics, and
failure of public utilities, common carriers or suppliers of raw materials
necessary to perform this Agreement.
ARTICLE X. RESTRICTIVE COVENANTS
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10.01. All information furnished by AUI or Control Group to Masterpiece so
as to enable Masterpiece to accept, reject or perform a Purchase Order shall be
kept confidential by Masterpiece and Masterpiece shall not make use of said
confidential information except for the purpose of accepting, rejecting or
performing a Purchase Order, nor shall Masterpiece disclose
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any of the foregoing to any person or firm unless previously authorized by
Control Group or AUI in writing. The foregoing confidential information shall
include, without limitation, product and packaging designs, production and
handling techniques, the identity of AUI's and/or Control Group's customers and
their requirements, costs, methods, sales forecasts, specifications and prices.
10.02. AUI and Control Group agree that during the term of this Agreement
they will not perform Designated Services nor contract out or offer to others
the right to perform Designated Services until and unless such Designated
Services are a Declined Purchase Order, in which event the Declined Purchase
Order (without modification or amendment) may be performed by any other company.
10.03. Pursuant to the Division Transfer Agreement, certain assets
pertaining to the Divisions were transferred by AUI and Control Group to
Masterpiece including, but not limited to, computer programs and software. Other
than the Data Processing Pricing Program, AUI and Control Group represent that
they have not copied and are not in possession of any computer programs and
software (or any printouts or information contained thereon) transferred to
Masterpiece, will not utilize or disclose and have not disclosed any such
programs, software and/or information and hereby waive any right, title or
interest in or to such computer programs, software and information.
10.04. During the term of this Agreement and for one year following its
termination, AUI and/or Control Group agree that neither they (or any of them)
nor any business or enterprise in which any of them is a shareholder or partner
shall hire or attempt to hire any person who is then or who was within one year
prior thereto employed by Masterpiece.
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10.05. The parties acknowledge that the restrictions contained herein are
reasonable and necessary to protect their legitimate interests and that any
violation of such restrictions would result in irreparable injury. The parties
acknowledge and agree that, in the event of a violation of any such
restrictions, the injured party shall be entitled to preliminary and permanent
injunctive relief; and that the injured party shall also be entitled to an
equitable accounting of all earnings, profits and other benefits arising from
such violation, which rights shall be cumulative and in addition to any other
rights or remedies to which it/he may be entitled in law or equity.
10.06. If the restrictive covenants specified in this Agreement are
adjudged unreasonable in any court proceeding, the parties agree to the
reformation of such restrictions by the court to limits which it finds to be
reasonable, and the parties will not assert that such restrictions should be
eliminated in their entirety by such court.
ARTICLE XI. PERFORMANCE OF DESIGNATED SERVICES
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11.01. Masterpiece shall perform all Designated Services in accordance with
the terms of each Accepted Purchase Order and all services provided shall be
done in a good and workmanlike fashion, shall meet market standards of quality
and generally shall be performed in the same manner as if the Accepted Purchase
Orders were performed by AUI through the Divisions prior to the date of this
Agreement.
ARTICLE XII. JOINT AND SEVERAL LIABILITY
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12.01. AUI and Control Group shall be jointly and severally liable to
Masterpiece as a result of a breach of the terms and conditions of this
Agreement by any of them.
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ARTICLE XIII. MISCELLANEOUS
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13.01. All riders, exhibits and schedules to this Agreement are part of
this Agreement.
13.02. In performing any act under this Agreement and pursuant to any
obligation incurred under or in connection with this Agreement, time shall be of
the essence. Forbearance of a party to exercise any right or remedy, shall not
be a waiver of any obligation or right or remedy, nor shall such forbearance
constitute a waiver of any right or remedy with respect to any default
subsequently occurring.
13.03. This Agreement shall be binding upon and inure to the benefit of the
parties, their respective successors, assigns, heirs and personal
representatives. Nothing in this Agreement is intended to nor shall it create
any rights in any persons other than the parties; specifically, there are no
third party beneficiaries of this Agreement.
13.04. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
13.05. The parties, to the extent that they may lawfully do so, hereby
submit to the jurisdiction of the courts of the Commonwealth of Pennsylvania and
the United States District Court for the Eastern District of Pennsylvania, as
well as to the jurisdiction of all courts from which an appeal may be taken from
the aforesaid courts, for the purpose of any suit, action or other proceeding
arising out of or with respect to this Agreement, and expressly waive any and
all objections which they may have as to venue in any of such courts.
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13.06. Each party hereto will pay the expenses incurred by him, her or it
under or in connection with this Agreement, including counsel fees and expenses
of his, hers or its representatives, whether or not the transactions
contemplated by this Agreement are consummated.
13.07. All notices given under any of the provisions of this Agreement
shall be deemed to have been duly given by Control Group and/or AUI if made by
certified mail to Masterpiece at 000X Xxxx Xxxx, Xxxxxxxx, XX 00000, with a copy
to: Xxxx X. Xxxxxxxxx, Esquire, Xxxxxxx, Xxxxxx, Goldstein, Rochestie,
Xxxxxxxxxx & Xxxxxx, P.C., Neshaminy Valley Commons, 0000 Xxxxxxx Xxxx,
Xxxxxxxx, XX 00000, and shall be deemed to have been duly given by Masterpiece
if mailed by certified mail to Control Group and/or AUI at 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, XX 00000, with a copy to: Xxxxxx X. Xxxxx, Esquire,
Xxxxxxx & Xxx, 0000 Xxxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxx 000, X.X. Xxx 00000,
Xxxxxx Xxxxxx, XX 00000-0000 or to such other address as each of the foregoing
may designate in writing by certified mail as set forth above.
13.08. The parties shall execute and deliver such other documents as shall
be reasonably necessary to complete the transactions contemplated herein.
13.09. This Agreement is being delivered and is intending to be performed
in Pennsylvania and shall be construed and enforceable in accordance with the
laws of the Commonwealth of Pennsylvania.
13.10. The captions contained herein are not a part of this Agreement. They
are only for the convenience of the parties and do not in any way modify,
amplify, or give notice of any of the terms, covenants, or conditions of this
Agreement.
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13.11. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original.
13.12. This Agreement (including any exhibits and schedules attached
hereto) contains the entire agreement between the parties concerning the subject
matter contained herein and there are no other terms, covenants, obligations, or
representations, oral or written, of any kind whatsoever. Any modification,
addition or alteration of this Agreement must be in writing and signed by all
parties.
13.13. For purposes of this Agreement, the masculine shall be deemed to
include the feminine and the neuter, and the singular shall be deemed to include
the plural, and the plural the singular, as the context may require.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have affixed their hands and seals this 15th day of July, 1997.
APPLICATIONS UNLIMITED, INC.
By: /s/ Xxxxxxx X. XxXxxxxx, Xx.
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Xxxxxxx X. XxXxxxxx, Xx.,
President
Attest: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Secretary
MASTERPIECE CONSULTING CORPORATION CONTROL GROUP, LTD.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. XxXxxxxx, Xx.
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Xxxx X. Xxxxx, President Xxxxxxx X. XxXxxxxx, Xx.,
President
Attest: /s/ Xxxxxxxx X. Xxxxx Attest: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx,
Secretary Secretary
CORP. CORP.
SEAL SEAL
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SCHEDULE 2.01 DESIGNATED SERVICES
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I. Agency Lettershop - Mailings
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All projects of 100,000 pieces or less and not larger than 8 1/2 x 14
maximum sheet-fed laser projects shall be offered to Masterpiece.
II. Computer Programming and Processing, and Related Services
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All of the following types of computer programming, data processing and
related services shall be offered to Masterpiece, except any contracts dealing
with the Mellon Credit Card data processing or Bank of America data processing
projects:
a. Data translation and reformatting
b. Direct mail and telemarketing processing
c. Turn-key systems
d. Analysis and data tracking
e. Communication with account processors
f. Data entry
III. Data Processing
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Except as noted below, all of the following types of direct response data
processing services shall be offered to Masterpiece:
List processing services:
- Name and address hygiene services
- De-duplication and suppression
- Sorting, selecting, splitting and outputting data
- Coding and sequence numbering
- Postal processing
- Other services to support laser-personalized direct mail
Customer and prospect database services:
- Data warehousing
- Query and selection engine development
- Standard reporting
- Support of data analysis conducted by Control Group staff
- (pre-processing prior to modeling or analysis)
Communication with third party account processors:
- New account processing
- Existing account maintenance
Take-one application tracking
Data Entry
Turn-Key systems
Specific Exclusions:
1. Any account where Control Group is obligated to use a data processor of
the client's choice. As of 6/30/97 this includes Mellon Bank Credit
Card projects and Bank of America projects.
2. Any project where a client requests mainframe computer support. As of
6/30/97 this includes the Xxxxxxx Bank repricing/package conversion
project.
3. Any project where Masterpiece is not equipped to execute the project
including FDR variable length record conversion, projects requiring
3480 cartridge input or output, and support of ink-jet, xerox or other
proprietary personalization schemes.
4. Data entry or systems development provided by Control Group staff
specifically to support fulfillment projects which are performed by the
Control Group Promotional Resources division.
5. Data entry and reporting services provided by AUI staff specifically to
support alternative distribution projects currently performed by AUI or
Control Group.
Notwithstanding the above, if Masterpiece acquires the necessary equipment
to perform services for 3480 Cart or FDR variable length records, then at that
time AUI and/or Control Group shall offer to Masterpiece these types of
contracts in accordance with this Agreement.
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SCHEDULE 3.01
AGENCY LETTERSHOP PRICING
SETUP CHARGES
Text Entry/side $125
Text Entry from disk/side $100
Text Entry "ready to run" $ 75
Variable Programming/cell $ 25
Signature Digitization $ 75
Logo Digitization $125
Kit Controls (assembled packages prior to run) $ 25/kit
Coupon Digitization or Programming $100
Job Production $ 75
LETTERSHOP CHARGES (maximum size = 8 1/2" x 14")
# inserts 1-15M 16-25M 26-30M 31-50M 51-75M 76-100M
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0 $40/m $35/m $30/m $25/m $22/m $21/m
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1-3 $50/m $45/m $40/m $35/m $32/m $29/m
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4-5 $65/m $60/m $55/m $50/m $47/m $44/m
Version Change (paper, envelope, insert, etc.) $25
Postal Pre-sort (per sack/tray in lieu of cell change charge) $ 5
LASER CHARGES (per side) (maximum size = 8 1/2" x 14")
1-15M 16-25M 26-30M 31-50M 51-75M 76-100M
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11" reg $45/m $40/m $35/m $30/m $27/m $26/m
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14" reg $50/m $45/m $40/m $35/m $32/m $29/m
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11" micr $60/m $55/m $50/m $45/m $42/m $41/m
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14" micr $65/m $60/m $55/m $50/m $47/m $44/m
Split/Cell Change (data splits, tactics, product types) $10/split
Minimum Laser Charge = 1 m
MISCELLANEOUS CHARGES
Hand Pulls (min 1/2 hr) $25/hr
Time Charges (min 1/2 hr) $25/hr
SCHEDULE 3.02
"Data Processing Pricing Program"
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SCHEDULE 3.02(a)
DATA PROCESSING
JOB BILLING WORKSHEET
Our Job Number - PO Number -
Job Description - Job Number -
REF # Standard Data Processing Quantity No. Passes Charge Amount
1 Input 0 1 1.00 -
2 Standardize 0 1 2.00 -
3 Zip Correct 0 1 1.00 -
4 Punctuation 0 1 1.00 -
5 Merge Purge 0 1 2.00 -
6 Suppress 0 1 0.75 -
7 Selects 0 1 0.75 -
8 Sort 0 1 0.25 -
9 Sequence number 0 1 0.25 -
10 Code 0 1 0.25 -
11 Output 0 1 0.25 -
12 Model Scoring run 0 1 1.50 -
Data Processing Total (Minimum $100) $100.00
14 Diskettes 0 5.00 -
15 Tape 0 20.00 -
16 Zip Cartridge 0 20.00 -
17 Jaz Cartridge 0 120.00 -
Record Length
18 Transmission per 1K 0 256 0.004 -
Media Total (Minimum $5) $0.00
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REF # Report Generation Quantity # Records Charge Amount
19 Custom Report Creation 0 75.00 0.00
20 Run Report 0 0 0.25 0.00
Report Total (Minimum $25) $0.00
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REF # Data Entry Quantity Charge Amount
21 Data Entry Setup 0 75.00 0.00
22 Data Entry Preparation 0 0.50 0.00
23 Quality of Input Information 1 0.00
24 Records Entered 0 0.00
25 Minimum Keystrokes 0 0.00
26 Maximum Keystrokes 0 0.00 0.00
Data Entry Total $0.00
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REF # Misc. Quantity Charge Amount
27 Trips to Post Office 0 10.00 0.00
28 Open Mail 0 0.05 0.00
29 Custom Programming 0 100.00 0.00
Description
30 System Inclusion 0 100.00 0.00
31 Seeds 0 3.00 0.00
32 Estimated Express Charge 0 15.00 0.00
33 Clerical Charges/Hr. 0 25.00 0.00
Misc. Charges $0.00
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$100.00
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SCHEDULE 3.02(a)
AUI Invoice/Cost Estimate Billing Reference Sheet
Ref. # Description Explanation
1 Input Total number of records in from media for job processing. Files
currently available on our system are not charged for input. If the
file is part of a closed job or has, been archived, then an input
charge will be applied.
2 Standardize Fix fields of data in "floating" fields. Ex. Names & addresses.
3 Zip Correct CASS certifications & address correction.
4 Punctuation Proper Case and insertion of periods, commas in name & addresses.
5 Merge Purge Records merged where one record survives.
6 Suppress Records merged where matching records are dropped or selecting records.
7 Selects Any field selection such as adding or changing fields. Ex: lettercode
assignment. If multiple selects are needed and are done within one
`criteria', then only 1 select is charged. If there is a spec change
and another pass is needed, then it's another charge.
8 Sort Putting the file into a particular order or if the output file is in a
different order than the original file is.
9 Sequence number A unique numeric identifier, ex. Reservation number, was added to the
record.
10 Code Any custom request. Ex: the banks wants a special check number, micr,
etc.
11 Output Total number of records outputted.
12 Model Scoring run Pass records to apply client supplied model scores.
13 Minimum Charge A minimum charge is given if the invoice falls below a minimum. This
charge will either be $100 or $200 applicable at our discretion
depending on the job.
14 Diskettes If the output media was diskettes.
15 Tape If the output media was a 9-Track tape.
16 Zip Cartridge If the output media was a 100MB `Zip' removable cartridge.
17 Jaz Cartridge If the output media was a 1GB `Jaz' removable cartridge.
18 Transmission per 1K If the output file was transmitted via modem, email, etc.
Data Processing Note: Each job will include one `criteria' pass, one set of dumps and a set
of custom counts. Any additional reports or file passes will be an
additional charge.
Report Generation
19 Custom Report Creation If formal report is required with header, subdivisions, total,
subtotals, crosstabs.
20 Run Report Number of Copies of reports or subselections of data
Report Note: AUI reserves the right to do #19 w/o charge. We also reserve the right
to charge to combine records if multiple runs are needed such as
spreadsheet, report, etc. to combine the total number of records and
charge as one pass. This way, it ensures that the report charges is
done on the minimum number of records.
Data Entry
21 Data Entry Setup Enter the number of different data entry forms if first time.
22 Data Entry Preparation The number of records per batch.
23 Quality of Data Input information 1=Excellent, 2=Average, 3=Poor
24 Records Entered Number of records entered.
25 Data Entry Part 1 - Min. keystrk Minimum number of keystrokes per record estimated.
26 Data Entry Part 2 - Max. keystrk Maximum number of keystrokes per record estimated.
Misc.
27 Trips to Post Office Estimated trips to postoffice over life of program.
28 Open Mail Estimated number of pieces of mail to be opened and processed.
29 Custom Programming If any special programming is done outside of the normal dataprocessing.
Description Contains the description of what special program was done.
30 System Inclusion A charge added for programming & testing to include a process into an
ongoing set of procedures. Ex: Queries run against a monthly file to
determine new accounts or, in the case of Regions, new banks needing
card copy in the refresh. These queries will be included into the
monthly job. This charge is the one-time setup charge and ranges from
$100 to $500, depending on complexity.
31 Seeds Number of seeds to be entered for the job.
2
