RECIPROCAL SERVICES AGREEMENT
THIS RECIPROCAL SERVICES AGREEMENT ("Agreement") is made and entered
into this 30th day of June, 1994, between ACS Investors, Inc., a Delaware
corporation (the name of which will be changed to Affiliated Computer
Services, Inc. on July 5, 1994) ("ACS"), and Precept Business Products, Inc.,
a Texas corporation ("Precept"), as follows:
1. SERVICES PROVIDED BY PRECEPT TO ACS
During the term of this Agreement Precept shall be ACS' exclusive
provider of the services described in the following schedules attached
hereto:
Schedule A - Forms, Products and Printing Services
Schedule B - Courier and Transportation Services
Schedule C - Administrative Consulting Services
Schedule D - Benefits Administration
2. SERVICES PROVIDED BY ACS TO PRECEPT
During the term of this Agreement ACS shall be Precept's exclusive
provider of the services described in the following schedules attached
hereto:
Schedule E - Human Resources Services
Schedule F - Sublease (2828 X. Xxxxxxx)
3. TERM OF AGREEMENT
The term of this Agreement shall begin effective June 30, 1994, and
shall continue until the first anniversary thereof. The terms shall
automatically renew for successive annual periods on each anniversary
date unless either party notifies the other party, at least six (6)
months prior to any such anniversary date, that it will not renew the
Agreement term at the end of the then-current annual term.
4. PRICING
Prices charged for services shall be as set forth in each Schedule.
All prices shall be subject to review annually by a committee of the
Board of Directors of ACS prior to each
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annual term renewal. Prices charged by Precept to ACS shall be no less
favorable than ACS could obtain from an independent third party for
comparable services. Pricing for ACS services provided to Precept shall
be at no less than ACS' direct costs attributable to such services.
Monthly invoices shall be provided for services rendered the prior
month, unless otherwise agreed by the parties, and are payable within
thirty (30) days of date of invoice. Amounts not timely paid shall be
subject to late charges of 1.5% per month applied subject to applicable
law.
In addition to the services described in Sections 1 and 2 hereof,
Precept or ACS may provide other miscellaneous services to the other
party upon request and, in such event, the prices charged for such
services shall be as agreed upon by ACS and Precept and may include
reimbursement of direct costs attributable to the services provided;
however, in no event shall the pricing for such requested services
exceed pricing that could be obtained on an arms'-length basis from a
third party.
5. LIABILITY LIMITATIONS
If either party shall breach its obligations under this Agreement, such
party's liability to the other party shall not exceed the charges for
the related services for the month in which the breach occurred. Neither
party shall be liable to the other for special or consequential damages
nor shall either party have any liability as a result of any delay or
breach caused by acts or events beyond the reasonable control of such
party.
6. TERMINATION
Either party may terminate its obligation to obtain specific services
under this Agreement from the other party in the event such other party
is in material breach of this Agreement with respect to such specific
services and fails to cure such breach within thirty (30) days of
receipt of notice specifying the basis for the breach.
7. REFERRAL OF PROSPECTS
Both parties shall use their best reasonable efforts to refer prospects
to the other party for services offered by the other party.
8. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of all proprietary
non-public information
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related to the other party which may be provided to each party in
connection with services rendered under this Agreement.
ENTERED INTO AS OF THE DATE FIRST WRITTEN ABOVE.
ACS INVESTORS, INC.
BY: /s/ XXXXXXX X. XXXX
--------------------
TITLE: EVP
-----------------
PRECEPT BUSINESS PRODUCTS, INC.
BY: /s/ XXXXX X. XXXXX
--------------------
TITLE: CEO
-----------------
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SCHEDULE A
FORMS, PRODUCTS AND PRINTING SERVICES
SERVICES:
- Provide and manage all forms and printing requirements
- Management of vendors and ordering/supply process
- Provide all office and data processing supplies
- Provide all advertising specialty products
CHARGES:
Prices will be at or below standard prices offered to all Precept customers,
giving consideration to factors such as order quantity, availability and
product specifications.
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SCHEDULE B
COURIER AND TRANSPORTATION SERVICES
SERVICES:
- On-call courier services in locations serviced by Wingtip Couriers, Inc.
- Executive transportation in Dallas, Texas area
- Limousine service by Lone Star Limousine
CHARGES:
- Standard Wingtip charges for courier services less a 10% discount
- Standard rates for limousine services less a 10% discount
- Cost plus 10% profit margin for executive transportation services
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SCHEDULE C
ADMINISTRATIVE CONSULTING SERVICES
(BUILDING MANAGEMENT, HUMAN RESOURCES, INSURANCE, REAL ESTATE)
SERVICES:
- Consulting services as requested by ACS related to (i) ACS' human
resources functions; (ii) ACS' risk management and insurance functions;
and (iii) ACS' real estate leasing requirements.
- Management of certain ACS facilities services at 0000 X. Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxx, including management of internal facilities services and
management of third party facilities vendors (services covered are
building maintenance, telephone, mail service, security and construction).
CHARGES:
- $10,000 per month, plus Precept's direct costs attributable to such
facilities services as of the date of this Agreement, subject to an annual
cost-of-living adjustment based on any increase in the consumer price index.
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SCHEDULE D
BENEFITS ADMINISTRATION
SERVICES
- Third party benefits administration services for ACS' Medical, Dental
and Workers' Compensation Benefit Plans, including periodic coverage
review, recommendation of changes, processing and payment of claims, and
administration of ACS' self insurance fund
CHARGES:
- $9.25 per employee / per month for TPA services
$1.25 per employee / per month for Non-Subscriber self insurance
administration
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SCHEDULE E
HUMAN RESOURCES SERVICES
SERVICES:
- Assistance on state and Federal regulatory compliance
- Unemployment claims and compensation
- Safety Compliance
- Employee relations
- Compensation, wage and salary administration
- Payroll processing
CHARGES:
- $83.00 per employee / per month for local HR services
$25.00 per employee / per month for remote HR services
$12.00 per employee / per month for Wingtip drivers (excludes payroll
processing)
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SCHEDULE F
SUBLEASE
SUBLEASE:
Precept -- 11,000 square feet on 0xx xxxxx xx 0000 X. Xxxxxxx facility
Wolf Benefits -- 2,400 square feet in 3960 N. Central Expressway facility
Wingtip Couriers -- 24,836 square feet in 0000 X. Xxxxxxx facility --
Notwithstanding any term of this Reciprocal Services Agreement to the
contrary, Precept and Wingtip agree to sublease this space for the remainder
of the primary lease term (December 31, 1998)
RENT:
- Allocated on the same basis as all other entities occupying space in
such facilities; as to the space at 2700 X. Xxxxxxx, pass through to
Precept of all rent and tenant obligations
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