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Published: 2008-03-26

Intellectual Property Agreement - Pitney Bowes Inc. and Imagistics International Inc.



                         INTELLECTUAL PROPERTY AGREEMENT

                                     between

                                Pitney Bowes Inc.

                                       and

                          Imagistics International Inc.

                          Dated as of November 1, 2001






                                TABLE OF CONTENTS
                                                                            PAGE
                                    ARTICLE 1
                                   DEFINITIONS

                                    ARTICLE 2
                                   ASSIGNMENT

Section 2.01.  Grant of Assignment............................................6
Section 2.02.  Prior Grants and Assumption of Liability.......................6
Section 2.03.  Assignment Disclaimer..........................................7

                                    ARTICLE 3
                             LICENSES AND TRANSFERS

Section 3.01.  License Grant..................................................7
Section 3.02.  License Restrictions...........................................8
Section 3.03.  Licensee Undertakings..........................................8
Section 3.04.  Non-Trademark Use..............................................9
Section 3.05.  Reservation of Rights..........................................9
Section 3.06.  Title to Patents..............................................10

                                    ARTICLE 4
                              PERMITTED SUBLICENSES

Section 4.01.  Sublicenses to Subsidiaries and to Authorized
                Manufacturers................................................10
Section 4.02.  Authorized Dealers' Use of Marks..............................11
Section 4.03.  Enforcement of Agreements.....................................11

                                    ARTICLE 5
                           TRADEMARK USAGE GUIDELINES

Section 5.01.  Trademark Usage Guidelines....................................12
Section 5.02.  Trademark Reviews.............................................12

                                    ARTICLE 6
                      TRADEMARK USAGE GUIDELINE ENFORCEMENT

Section 6.01.  Initial Guideline Cure Period.................................12
Section 6.02.  Second Guideline Cure Period..................................13
Section 6.03.  Final Guideline Cure Period...................................13





                                                                            PAGE

                                    ARTICLE 7
                                QUALITY STANDARDS

Section 7.01.  General.......................................................14
Section 7.02.  Quality Standards.............................................14
Section 7.03.  Quality Control Reviews.......................................14
Section 7.04.  Product Discontinuation.......................................15

                                    ARTICLE 8
                          QUALITY STANDARD ENFORCEMENT

Section 8.01.  Initial Quality Standard Cure Period..........................15
Section 8.02.  Second Quality Standard Cure Period...........................15
Section 8.03.  Final Quality Standard Cure Period............................15

                                    ARTICLE 9
                    PROTECTION OF LICENSED MARKS, LICENSED COPYRIGHTS,
                    LICENSED PATENTS AND LICENSED TECHNOLOGY

Section 9.01.  Ownership and Rights..........................................16
Section 9.02.  Protection of Licensed Marks, Licensed Copyrights,
                Licensed Patents and the Licensed Technology.................16
Section 9.03.  Similar Marks, Copyrights and Patents.........................17
Section 9.04.  Infringement Proceedings......................................17

                                   ARTICLE 10
                                 CONFIDENTIALITY

Section 10.01.  General......................................................18

                                   ARTICLE 11
                                 INDEMNIFICATION

Section 11.01.  Imagistics Indemnification of Pitney Bowes...................19
Section 11.02.  Insurance; Third Party Obligations; Tax Benefits.............19
Section 11.03.  Notice and Payment of Claims.................................19
Section 11.04.  Notice and Defense of Third-Party Claims.....................20
Section 11.05.  Contribution.................................................21
Section 11.06.  Non-Exclusivity of Remedies..................................21

                                   ARTICLE 12
                              TERM AND TERMINATION

Section 12.01.  Term.........................................................21
Section 12.02.  Voluntary Termination........................................21
Section 12.03.  Survival.....................................................22


                                       ii


                                                                            PAGE

Section 12.04.  Other Termination............................................22

                                   ARTICLE 13
                             LIMITATION OF LIABILITY


                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

Section 14.01.  Disclaimer...................................................22
Section 14.02.  Other Agreements.............................................23
Section 14.03.  No Implied Licenses..........................................23
Section 14.04.  Further Assurances and Consents..............................23
Section 14.05.  Infringement Suits...........................................23
Section 14.06.  No Other Obligations.........................................24
Section 14.07.  Force Majeure................................................24
Section 14.08.  Entire Agreement.............................................24
Section 14.09.  Governing Law................................................25
Section 14.10.  Waiver of Jury Trial.........................................25
Section 14.11.  Notices......................................................25
Section 14.12.  Nonassignability.............................................26
Section 14.13.  Severability.................................................26
Section 14.14.  Failure or Indulgence Not Waiver; Remedies Cumulative........27
Section 14.15.  Amendment....................................................27
Section 14.16.  Counterparts.................................................27


                                      iii



Schedule A-1 - Assigned Marks
Schedule A-2 - Licensed Marks
Schedule B - Licensed Patents
Schedule C - Exceptions to License Restrictions
Schedule D - Quality Standards and Trademark Usage Guidelines


                                       iv


     This Intellectual Property Agreement (the "Agreement") is between Pitney
Bowes Inc., a Delaware corporation ("Pitney Bowes"), and Imagistics
International Inc., a Delaware corporation ("Imagistics").

     WHEREAS, the Board of Directors of Pitney Bowes has determined that it is
in the best interests of Pitney Bowes and its stockholders to spin-off the
Imagistics Business (as defined below);

     WHEREAS, as part of the foregoing, Pitney Bowes and Imagistics have entered
into a Distribution Agreement (as defined below) which provides, among other
things, for the transfer of certain Imagistics assets and Imagistics
liabilities, the distribution to the holders of the issued and outstanding
shares of common stock, par value $1.00 per share, of Pitney Bowes of 100% of
the issued and outstanding shares of common stock, par value $.01 per share, of
Imagistics (the "Distribution") and the execution and delivery of certain other
agreements that will govern certain other matters following the Distribution;

     WHEREAS, the parties desire to enter into an agreement that provides for
Pitney Bowes to assign to Imagistics the Assigned Marks and the Assigned
Copyrights (each as defined below) and to license to Imagistics the Licensed
Marks, the Licensed Copyrights, the Licensed Patents and the Licensed Technology
(each as defined below) from and after the Distribution Date (as defined below);
and

     NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement; the parties hereby agree as follows:

                                   ARTICLE 1.
                                   DEFINITIONS

     For the purpose of this Agreement, the following capitalized terms are
defined in this Article 1 and shall have the meaning specified herein:

     "Action" means any demand, claim, suit, action, arbitration, inquiry,
investigation or other proceeding by or before or any regulatory or governmental
agency or authority or any arbitration or mediation tribunal.

     "Affiliate" has the meaning set forth in the Distribution Agreement.

     "Agreement" has the meaning set forth in the preamble hereto, as such
agreement may be amended and supplemented from time to time in accordance with
its terms.





     "Ancillary Agreement" means each of the Distribution Agreement, the Tax
Separation Agreement, the Transition Services Agreement, the Canada Reseller
Agreement, the Management Services Reseller Agreement, the Vendor Financing
Agreement, the Assignment and Novation Agreements, the Sublease Agreements, and
the Sublease and License Agreements.

     "Assigned Copyrights" means the Copyrights as owned by Pitney Bowes and
used solely within the Imagistics business to be transferred to Imagistics on a
quitclaim basis pursuant to the terms of this Agreement.

     "Assigned Marks" means the Marks set forth on Schedule A-1 hereto.

     "Assignment and Novation Agreements" has the meaning set forth in the
Distribution Agreement.

     "Authorized Dealer" means any distributor, dealer, OEM customer, systems
integrator or other agent that on or after the Distribution Date is authorized
to market, advertise, sell, lease, rent, service or otherwise offer Imagistics
Business Products. Imagistics will periodically provide Pitney Bowes with a list
of the then current Authorized Dealers within a reasonable period after Pitney
Bowes' request.

     "Authorized Manufacturer" means any original equipment manufacturer,
producer, dealer or other agent that on or after the Distribution Date is
authorized to build, create, design, compile or otherwise build for Sale
Imagistics Business Products. Imagistics will periodically provide Pitney Bowes
with a list of the then current Authorized Manufacturers within a reasonable
period after Pitney Bowes' request.

     "Canada Reseller Agreement" has the meaning set forth in the Distribution
Agreement.

     "Change of Control" means (i) the direct or indirect acquisition (by
merger, consolidation, business combination or otherwise) by any Person or group
of Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5
under the Securities Exchange Act of 1934) of 40% or more of the Total Voting
Power of Imagistics, (ii) any merger, consolidation or other business
combination of Imagistics or a Subsidiary of Imagistics with any Person after
giving effect to which (x) the shareholders of Imagistics immediately prior to
such transaction do not own at least 60% of the Total Voting Power of the
ultimate parent entity of the parties to such transaction or (y) individuals who
were directors of Imagistics immediately prior to such transaction (or their
designees) do not constitute a majority of the board of directors of such
ultimate parent entity and (iii) the direct or indirect acquisition by any
Person or group of Persons of all or substantially all of the assets of
Imagistics.


                                       2


     "Collateral Materials" means all packaging, tags, labels, advertising,
promotions, display fixtures, instructions, warranties and other materials of
any and all types associated with the Imagistics Business Products that are
marked with at least one of the Licensed Marks.

     "Confidential Information" means any non-public, confidential or
proprietary information relating to a disclosing party, whether or not technical
in nature, including any information that is designated by the disclosing party
as Confidential Information at the time of its disclosure, either by a written
or visual confidentiality designation, or orally, provided that (i) written
confirmation of such confidential status is provided to the receiving party
within ten (10) days thereafter or (ii) such information would, under the
circumstances, appear to a reasonable person to be confidential or proprietary.
Notwithstanding the foregoing, "Confidential Information" does not include
information, technical data or know-how which: (i) is in the public domain at
the time of disclosure or becomes available thereafter to the public without
restriction, and in either case not as a result of the act or omission of the
receiving party; (ii) is rightfully obtained by the receiving party from a third
party without restriction as to disclosure; (iii) is lawfully in the possession
of the receiving party at the time of disclosure by the disclosing party and not
otherwise subject to restriction on disclosure; (iv) is approved for disclosure
by prior written authorization of the disclosing party; or (v) is developed
independently and separately by either party without use of the disclosing
party's Confidential Information.

     "Copyright" means (i) any copyright in any original works of authorship
fixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101
et seq., whether registered or unregistered, including any applications for
registration thereof and (ii) any corresponding foreign copyrights under the
laws of any jurisdiction, in each case, whether registered or unregistered, and
any applications for registration thereof.

     "Credit Agreement" has the meaning set forth in the Distribution Agreement.

     "Distribution" has the meaning set forth in the preamble.

     "Distribution Agreement" means the Distribution Agreement between Pitney
Bowes and Imagistics dated the date hereof.

     "Distribution Date" has the meaning set forth in the Distribution
Agreement.

     "Finally Determined" means, with respect to any Action or other matter,
that the outcome or resolution of such Action or matter has been judicially
determined by judgment or order not subject to further appeal or discretionary
review.


                                       3


     "Group" means, as the context requires, the Imagistics Group or the Pitney
Bowes Group.

     "Imagistics" has the meaning set forth in the preamble.

     "Imagistics Business" means the business of Imagistics.

     "Imagistics Business Products" means any and all products and related
services of the Imagistics Business commercially released or practiced prior to
the Distribution Date and similar products and services commercially released or
practiced after the Distribution Date.

     "Imagistics Group" has the meaning set forth in the Distribution Agreement.

     "Licensed Copyrights" means the Copyrights owned by Pitney Bowes at the
time of the Distribution and used by both Pitney Bowes and Imagistics and
licensed to Imagistics pursuant to the terms of this Agreement.

     "Licensed Marks" means the Marks set forth on Schedule A-2 hereto.

     "Licensed Patents" means the Patents set forth on Schedule B hereto.

     "Licensed Technology" means Pitney Bowes' Technology and related technical
know-how as used in the Imagistics Business prior to the Distribution Date and
licensed to Imagistics pursuant to the terms of this Agreement.

     "Losses" means, with respect to any Person, any and all damage, loss,
liability and expense incurred or suffered by such Person (including, without
limitation, reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any and all Actions or threatened Actions).

     "Management Services Reseller Agreement" has the meaning set forth in the
Distribution Agreement.

     "Mark" means any trademark, service mark, trade name, domain name, and the
like, or other word, name, symbol or device, or any combination thereof, used or
intended to be used by a Person to identify and distinguish the products or
services of that Person from the products or services of others and to indicate
the source of such goods or services, including without limitation all
registrations and applications therefor throughout the world and all common law
and other rights therein throughout the world.


                                       4


     "Patent" means any patent, utility model, design patent, design
registration, certificate of invention or other governmental grant for the
protection of inventions or industrial designs and all reissues, renewals,
re-examinations and extensions of any of the foregoing, any applications of the
foregoing and any continuations-in-part, foreign equivalents (if any) and any
issued patents arising out of the foregoing during the term of this Agreement.

     "Permitted Geographic Areas" means the United States of America, its
possessions and territories and the United Kingdom.

     "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, and a governmental entity or any
department, agency or political subdivision thereof.

     "Pitney Bowes" has the meaning set forth in the preamble.

     "Pitney Bowes Business" means the business of Pitney Bowes.

     "Pitney Bowes Group" has the meaning set forth in the Distribution
Agreement.

     "Quality Standards" means standards of quality applicable to the Imagistics
Business Products, as in use immediately prior to the Distribution Date and
attached hereto as Schedule D.

     To "Sell" a product means to sell, rent, transfer, lease, license or
otherwise dispose of a product. "Sale" and "Sold" have the corollary meanings
ascribed thereto.

     "Sublease Agreements" has the meaning set forth in the Distribution
Agreement.

     "Sublease and License Agreements" has the meaning set forth in the
Distribution Agreement.

     "Subsidiary" of any Person means a corporation or other organization
whether incorporated or unincorporated of which at least a majority of the
securities or interests having by the terms thereof ordinary voting power to
elect at least a majority of the board of directors or others performing similar
functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such Person or by any one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries; provided,
however, that no Person that is not directly or indirectly wholly- owned by any
other Person shall be a Subsidiary of such other Person unless such other Person
controls, or has the


                                       5


right, power or ability to control, that Person. For purposes of this Agreement,
Imagistics shall be deemed not to be a subsidiary of Pitney Bowes.

     "Tax Separation Agreement" has the meaning set forth in the Distribution
Agreement.

     "Technology" means technological models, algorithms, manufacturing
processes, design processes, behavioral models, logic diagrams, schematics, test
vectors, computer and electronic data processing and other apparatus programs
and software (object code and source code), databases and documentation thereof,
trade secrets, technical information, specifications, websites, ideas,
knowledge, data or the like. The term Technology includes Copyrights, trade
secrets and any other intellectual property right, but expressly does not
include (i) any Mark thereof or (ii) any Patents therefor.

     "Third Party" means a Person other than Pitney Bowes and its Subsidiaries
and Imagistics and its Subsidiaries.

     "Trademark Usage Guidelines" means the guidelines for proper usage of the
Licensed Marks, as in use immediately prior to the Distribution Date and
attached hereto as Schedule D, as such guidelines may be revised and updated in
writing by Pitney Bowes from time to time.

     "Transition Services Agreement" has the meaning set forth in the
Distribution Agreement.

     "Vendor Financing Agreement" has the meaning set forth in the Distribution
Agreement.

                                    ARTICLE 2
                                   ASSIGNMENT

     Section 2.01. Grant of Assignment. Subject to Sections 2.02 and 2.03 below,
Pitney Bowes hereby grants, conveys and assigns (and agrees to cause its
appropriate Subsidiaries to grant, convey and assign) to Imagistics all right,
title and interest in and to the Assigned Marks and the goodwill associated
therewith, and the Assigned Copyrights to be owned and enjoyed by Imagistics,
its successors and assigns.

     Section 2.02. Prior Grants and Assumption of Liability. Imagistics
acknowledges and agrees that the foregoing assignment is subject to any and all
licenses or other rights that may have been granted by or to Pitney Bowes or any
of its Subsidiaries with respect to the Assigned Marks and Assigned Copyrights
prior to the Distribution Date. Pitney Bowes shall respond to reasonable
inquiries


                                       6


from Imagistics regarding any such prior grants. In order to assist Imagistics
in its administration of the Assigned Marks, but without making any
representation or warranty as to its completeness, and without assuming any
liability for any failure to disclose any such prior grants, Pitney Bowes has
listed on Schedule A-1 certain information relating to prior grants.

     Section 2.03. Assignment Disclaimer. The parties acknowledge and agree that
the foregoing assignments are made on an "as is," quitclaim basis and that
neither Pitney Bowes nor any of its Subsidiaries has made or will make any
warranty whatsoever, express, implied or statutory, including without limitation
any implied warranties of merchantability, fitness for a particular purpose,
title enforceability or non-infringement.

                                    ARTICLE 3
                             LICENSES AND TRANSFERS

     Section 3.01. License Grant. (a) Pitney Bowes grants (and agrees to cause
its appropriate Subsidiaries to grant) to the extent that it has a right to do
so and then only if such grant will not cause any member of the Pitney Bowes
Group to incur any financial expense, obligations or liabilities, to Imagistics
a personal, nonexclusive, fully-paid and non-transferable (except as set forth
in Section 14.12) a license to use (i) the Licensed Marks on the Imagistics
Business Products for the term set forth in Section 12.01, unless earlier
terminated, (ii) the Licensed Copyrights, the Licensed Patents and the Licensed
Technology in connection with the Sale and offer for Sale of Imagistics Business
Products in the Permitted Geographic Areas (or, in the case of Imagistics
Business Products in the form of software, in connection with licensing of
Imagistics Business Products) and (iii) the Licensed Marks in the Permitted
Geographic Areas in the advertisement and promotion of such Imagistics Business
Products. The use of such licenses shall be subject to the confidentiality
provisions outlined in Article 10 in all respects. Any material used by
Imagistics shall be revised to remove (x) all Marks owned by Pitney Bowes that
are not licensed to Imagistics by Pitney Bowes hereunder; (y) all Licensed Marks
when use of such materials will be outside the Permitted Geographic Areas, and
(z) all Licensed Marks in the event the license granted to Imagistics hereunder
expires or terminates for any reason.

     (b) All license grants made pursuant to this Agreement are subject to any
pre-existing obligation of Pitney Bowes. The license grants made pursuant to
this Agreement shall cover only Marks, Copyrights, Patents and Technology owned
or otherwise held by Pitney Bowes immediately prior to the Distribution Date and
used in connection with the Imagistics Business for the Sale and offer for Sale
of Imagistics Business Products immediately prior to the Distribution Date and
shall not cover any future Marks, Copyrights, Patents and Technology owned or
otherwise held by Pitney Bowes.


                                       7


     Section 3.02. License Restrictions.

     (a) Imagistics may not use any Licensed Copyrights, Licensed Patents,
Licensed Technology or Licensed Mark (either alone or in connection with other
Marks), outside of the Permitted Geographic Areas. Imagistics may, from time to
time, request Pitney Bowes' permission, which permission shall not be
unreasonably withheld, to use the Licensed Copyrights, Licensed Patents,
Licensed Technology or Licensed Mark in additional geographic areas. Imagistics
shall provide to Pitney Bowes a written request indicating (i) the specific
geographic region contemplated and (ii) the specific products or services
contemplated to be used in connection with any such Licensed Copyrights,
Licensed Patents, Licensed Technology or Licensed Mark. Pitney Bowes shall
provide a written response to Imagistics not later than ninety (90) days after
receipt of such request, indicating whether such request has been granted.

     (b) Imagistics may not use any Licensed Mark in direct association with
another Mark such that the two Marks appear to be a single Mark or in any other
composite manner with any Marks of Imagistics or any Third Party (other than the
Licensed Marks as permitted herein and in association with the Marks in combined
format set forth on Schedule A-2 hereto).

     (c) Imagistics may not use any Licensed Mark (either alone or in connection
with other Marks), Licensed Patent or Licensed Technology in connection with the
marketing, Sale, offer for Sale or provision of any product or service in
violation of the Distribution Agreement.

     (d) Imagistics may only use the Licensed Marks, Licensed Patents, Licensed
Copyrights or Licensed Technology in connection with the Sale and offer for Sale
of Imagistics Business Products.

     (e) In all respects, Imagistics' usage of the Licensed Marks pursuant to
the license granted hereunder shall be in a manner consistent with the high
standards, reputation and prestige represented by the Licensed Marks, and any
usage by Imagistics that is inconsistent with the foregoing shall be deemed to
be outside the scope of the license granted hereunder. As a condition to the
license granted hereunder, Imagistics shall at all times present, position and
promote the Imagistics Business Products marked with one or more of the Licensed
Marks in a manner consistent with the high standards and prestige represented by
the Licensed Marks.

     Section 3.03. Licensee Undertakings. As a condition to the license granted
hereunder, Imagistics undertakes to Pitney Bowes that:

     (a) Imagistics shall not use the Licensed Marks in any manner which is
deceptive or misleading, which ridicules or is derogatory to the Licensed Marks,


                                       8


or which compromises or reflects unfavorably upon the goodwill, good name,
reputation or image of Pitney Bowes or the Licensed Marks, or which might
jeopardize or limit Pitney Bowes' proprietary interest therein.

     (b) Imagistics shall not use the Licensed Marks, the Licensed Copyrights,
the Licensed Patents or the Licensed Technology in connection with any products
or services other than the Imagistics Business Products.

     (c) Imagistics shall not (i) misrepresent to any Person the scope of its
authority under this Agreement, (ii) incur or authorize any expenses or
liabilities chargeable to Pitney Bowes, or (iii) take any actions that would
impose upon Pitney Bowes any obligation or liability to a Third Party other than
obligations under this Agreement, or other obligations which Pitney Bowes
expressly approves in writing for Imagistics to incur on its behalf.

     (d) All press releases and corporate advertising and promotions that embody
the Licensed Marks and messages conveyed thereby shall be consistent with the
high standards and prestige represented by the Licensed Marks.

     (e) Imagistics shall comply in all material respects with all laws,
regulations and governmental orders with respect to the manufacture, Sale,
marketing and distribution of the Imagistics Business Products.

     Section 3.04. Non-Trademark Use. Each party may make appropriate and
truthful references to the other party and the other party's products and
Technology.

     Section 3.05. Reservation of Rights. Except as otherwise expressly provided
in this Agreement, the Pitney Bowes Group shall retain all right and title in
and to the Licensed Marks, the Licensed Copyrights, the Licensed Patents and the
Licensed Technology, including without limitation:

     (a) All rights of ownership in and to the Licensed Marks, the Licensed
Copyrights, the Licensed Patents and the Licensed Technology;

     (b) The right to use (including the right of the Pitney Bowes Group's
Affiliates to use) the Licensed Marks, either alone or in combination with other
Marks, in connection with the marketing, offer or provision of any product or
service, including any product or service which competes with Imagistics
Business Products, subject to the restrictions set forth in the Distribution
Agreement;

     (c) The right to license Third Parties to use the Licensed Marks, the
Licensed Copyrights, the Licensed Patents and the Licensed Technology or to
assign the Licensed Marks, the Licensed Copyrights, Licensed Patents or the


                                       9


Licensed Technology; provided that Pitney Bowes shall not license the Licensed
Marks to any Third Party engaging in the commercial copier or facsimile business
in the Permitted Geographic Areas for so long as such license to Imagistics has
not expired or terminated but in no event to exceed a period greater than two
years following the Distribution Date; and

     (d) Notwithstanding any other provision of this Agreement, nothing in this
Agreement shall be construed as obligating Pitney Bowes to obtain or maintain in
force or protect any Licensed Mark, Licensed Copyright, Licensed Patent or
Licensed Technology. Furthermore, Pitney Bowes shall have sole authority and
responsibility to prosecute, amend, abandon and otherwise conduct all affairs
concerning the Licensed Marks, the Licensed Copyrights, the Licensed Patents and
the Licensed Technology in its sole and absolute discretion.

     Section 3.06. Title to Patents. In the event that Pitney Bowes shall, for
any reason, determine that it no longer wishes to maintain any issued patent of
the Licensed Patents in the Permitted Geographic Areas, Pitney Bowes shall
notify Imagistics of its intent and shall provide Imagistics the option to
obtain title to such underlying issued patent, subject to an unrestricted,
worldwide, irrevocable, royalty-free license (including the right to sublicense)
which shall be retained by Pitney Bowes. In the event that Imagistics wishes to
obtain title to the underlying Patent, Pitney Bowes shall assign such Patent to
Imagistics at no cost to Imagistics; provided that Imagistics shall pay all fees
and expenses associated with such assignment.

                                   ARTICLE 4.
                              PERMITTED SUBLICENSES

     Section 4.01. Sublicenses to Subsidiaries and to Authorized Manufacturers.
(a) Subject to the terms and conditions of this Agreement, including all
applicable Quality Standards and Trademark Usage Guidelines and other
restrictions (including the limitation on the term of the Licensed Marks as set
forth in Section 12.01) in this Agreement, Imagistics may grant sublicenses to
its Subsidiaries to use the Licensed Marks, the Licensed Copyrights, the
Licensed Patents or the Licensed Technology in connection with the Sale or offer
for Sale of Imagistics Business Products in the Permitted Geographic Areas in
accordance with the terms and conditions of this Agreement; provided, that (i)
Imagistics enters into a written sublicense agreement with each such Subsidiary
sublicensee, and (ii) such agreement does not include the right to grant further
sublicenses other than, in the case of a sublicensed Subsidiary of Imagistics,
to another Subsidiary of Imagistics. Imagistics shall provide copies of such
written sublicense agreements to Pitney Bowes upon request. If Imagistics grants
any sublicense rights pursuant to this Section 4.01(a) and any such sublicensed
Subsidiary ceases to be a Subsidiary, then the sublicense granted to such


                                       10


Subsidiary pursuant to this Section 4.01(a) shall terminate one hundred eighty
(180) days from the date of such cessation.

     (b) Subject to the terms and conditions of this Agreement, Imagistics may
grant sublicenses to any Authorized Manufacturer to use the Licensed Patents or
the Licensed Technology in accordance with the terms and conditions of this
Agreement; provided, that (i) Imagistics enters into a written sublicense
agreement with each such Authorized Manufacturer sublicensee, (ii) such
agreement does not include the right to grant any further sublicenses and (iii)
the purpose of such agreement shall be solely to facilitate the manufacture and
supply of products to be built for Sale by Imagistics and to be marketed in the
Permitted Geographic Areas. Imagistics shall provide copies of such written
sublicense agreements to Pitney Bowes upon request. If Imagistics grants any
sublicense rights pursuant to this Section 4.01(b) and any such sublicensed
Authorized Manufacturer ceases to be an Authorized Manufacturer, then the
sublicense granted to such Authorized Manufacturer pursuant to this Section
4.01(b) shall terminate no later than one hundred eighty (180) days from the
date of such cessation.

     (c) All sublicenses granted herein with respect to each Licensed Mark,
Licensed Copyright, Licensed Patent or the Licensed Technology shall expire upon
the expiration or invalidity of such Licensed Mark, Licensed Copyright, Licensed
Patent or the Licensed Technology.

     (d) All sublicenses granted pursuant to this Agreement to a particular
Subsidiary of Imagistics shall terminate one hundred eighty (180) days from the
date that the Subsidiary ceases to be a Subsidiary of Imagistics.

     (e) All sublicenses granted pursuant to this Agreement other than those
granted to Subsidiaries of Imagistics hereunder shall terminate upon the
expiration or termination of this Agreement or upon the expiration or other
termination of the underlying license or rights granted herein.

     Section 4.02. Authorized Dealers' Use of Marks. Subject to the terms and
conditions of this Agreement, including all applicable Quality Standards and
Trademark Usage Guidelines and other restrictions in this Agreement, Imagistics
(and those Subsidiaries sublicensed to use the Licensed Marks pursuant to
Section 4.01) may allow Authorized Dealers to, and may allow such Authorized
Dealers to allow other Authorized Dealers to, use the Licensed Marks in the
advertisement and promotion of Imagistics Business Products Sold by such
Authorized Dealers.

     Section 4.03. Enforcement of Agreements. Imagistics shall take all
appropriate measures at Imagistics' expense promptly and diligently to enforce
the terms of any sublicense agreement or other agreement with any Subsidiary,
Authorized Manufacturer or Authorized Dealer, or of any existing agreement with


                                       11


any Authorized Manufacturer or Authorized Dealer, and shall restrain any such
Subsidiary, Authorized Manufacturer or Authorized Dealer from violating such
terms, including without limitation (i) monitoring the Subsidiaries', Authorized
Manufacturers' and Authorized Dealers' compliance with the relevant Trademark
Usage Guidelines and Quality Standards and causing any noncomplying Subsidiary
or Authorized Dealer promptly to remedy any failure, (ii) terminating such
agreement and/or (iii) commencing legal action, in each case, using a standard
of care consistent with Pitney Bowes' practices as of the Distribution Date. In
the event that Pitney Bowes determines that Imagistics has failed promptly and
diligently to enforce the terms of any such agreement using such standard of
care, Pitney Bowes reserves the right to enforce such terms, and Imagistics
shall reimburse Pitney Bowes for its fully allocated direct costs and expenses
incurred in enforcing such agreement, plus all out-of-pocket costs and expenses.

                                   ARTICLE 5
                           TRADEMARK USAGE GUIDELINES

     Section 5.01. Trademark Usage Guidelines. The Imagistics Group, Authorized
Dealers and Authorized Manufacturers shall use the Licensed Marks only in a
manner that is consistent with the Trademark Usage Guidelines.

     Section 5.02. Trademark Reviews. At Pitney Bowes' request, Imagistics
agrees to furnish or make available for inspection to Pitney Bowes samples of
all Imagistics Business Products and Collateral Materials of Imagistics, its
Subsidiaries, Authorized Dealers, and Authorized Manufacturers that are marked
with one or more of the Licensed Marks (to the extent that Imagistics has the
right to obtain such samples). If Imagistics is notified or determines that it
or any of its Subsidiaries, Authorized Dealers or Authorized Manufacturers is
not complying with any Trademark Usage Guidelines, it shall notify Pitney Bowes
and the provisions of Article 6 and Section 4.03 shall apply to such
noncompliance.

                                   ARTICLE 6
                      TRADEMARK USAGE GUIDELINE ENFORCEMENT

     Section 6.01. Initial Guideline Cure Period. If Pitney Bowes becomes aware
that Imagistics or any Subsidiary, Authorized Dealer or Authorized Manufacturer
is not complying with any Trademark Usage Guidelines, Pitney Bowes shall notify
Imagistics in writing, setting forth in reasonable detail a written description
of the noncompliance and any requested action for curing such noncompliance.
Imagistics shall then have sixty (60) days with regard to noncompliance by
Authorized Dealers or Authorized Manufacturers and thirty


                                       12


(30) days with regard to noncompliance by Imagistics or any Subsidiary after
receipt of such notice ("Initial Guideline Cure Period") to correct such
noncompliance or submit to Pitney Bowes a written plan to correct such
noncompliance which written plan is reasonably acceptable to Pitney Bowes.

     Section 6.02. Second Guideline Cure Period. If noncompliance with the
Trademark Usage Guidelines continues beyond the Initial Guideline Cure Period,
Imagistics and Pitney Bowes shall each promptly appoint a representative to
negotiate in good faith actions that may be necessary to correct such
noncompliance. The parties shall have thirty (30) days following the expiration
of the Initial Guideline Cure Period to agree on corrective actions, and
Imagistics shall have thirty (30) days from the date of an agreement of
corrective actions, but not more than sixty (60) days following expiration of
the Initial Guideline Cure Period, to implement such corrective actions and cure
or cause the cure of such noncompliance ("Second Guideline Cure Period"). In the
event that the parties fail to agree on corrective actions within thirty (30)
days following the expiration of the Initial Guideline Cure Period, the
appointed representatives of Pitney Bowes and Imagistics shall submit to the
Operating Committee (as defined in the Transition Services Agreement) a
description of the noncompliance. The Operating Committee shall attempt to
determine and implement corrective actions. The Operating Committee, in
accordance with the procedures set forth in the Transition Services Agreement,
shall attempt to determine and implement the necessary corrective actions (as
determined by it). 

     Section 6.03. Final Guideline Cure Period. If the noncompliance with the
Trademark Usage Guideline remains uncured, including for failure to agree on
corrective actions after the expiration of the Second Guideline Cure Period,
then at Pitney Bowes' election, Imagistics, or the noncomplying Subsidiary or
Authorized Dealer or Authorized Manufacturer, whichever is applicable, promptly
shall cease using the noncomplying Collateral Materials until Pitney Bowes
determines that Imagistics, or the noncomplying Subsidiary, Authorized Dealer or
Authorized Manufacturer, whichever is applicable, has demonstrated its ability
and commitment to comply with the Trademark Usage Guidelines. If, within thirty
(30) days following the expiration of the Second Guideline Cure Period, the
noncompliance with the Trademark Usage Guidelines remains uncured for any
reason, Pitney Bowes may elect to terminate license of the Licensed Mark giving
rise to such noncompliance. Nothing in this Article 6 shall be deemed to limit
Imagistics' obligations under Section 4.03 above or to preclude Pitney Bowes
from exercising any rights or remedies under Section 4.03 above.


                                       13


                                   ARTICLE 7.
                                QUALITY STANDARDS

     Section 7.01. General. Imagistics acknowledges that as a condition to the
rights and the license granted by this Agreement, the Imagistics Business
Products permitted by this Agreement to be marked with one or more of the
Licensed Marks must be offered for Sale and marketed in a manner substantially
similar to that established prior to the Distribution Date and the Imagistics
Business must be operated in a manner at least consistent with the level of
quality and service established prior to the Distribution Date as to provide
protection of the Licensed Marks and the goodwill they symbolize, and Imagistics
further acknowledges that the maintenance of the high quality standards
associated with such products is of the essence of this Agreement.

     Section 7.02. Quality Standards. The Imagistics Group and its Authorized
Dealers shall use the Licensed Marks only on and in connection with Imagistics
Business Products that meet or exceed in all respects the Quality Standards.

     Section 7.03. Quality Control Reviews. At Pitney Bowes' request, Imagistics
agrees to furnish or make available to Pitney Bowes for inspection sample
Imagistics Business Products marked with one or more of the Licensed Marks.
Pitney Bowes may also independently conduct customer satisfaction surveys to
determine if the Imagistics Group and its Authorized Dealers and Authorized
Manufacturers are meeting the Quality Standards. Such surveys shall be conducted
no more than three (3) times during the term of this Agreement and no more than
one (1) time in any six (6)-month period; provided that if Imagistics is not
meeting the Quality Standards with respect to the Imagistics Business Products,
or if any survey conducted pursuant to this Agreement discloses any Quality
Standards problem for any reason, then Pitney Bowes shall have the option to
conduct any additional surveys or take investigative and/or corrective action as
in its judgment shall be necessary or appropriate to resolve the problem,
consistent with the terms of this Agreement, including but not limited to
Article 8. Any such surveys shall be provided to Imagistics by Pitney Bowes for
Imagistics' review and comment at least thirty (30) days prior to Pitney Bowes'
distribution of the surveys to any customer. Imagistics shall not have any
approval or other rights in connection with any survey. Imagistics shall
cooperate with Pitney Bowes fully in the distribution of such surveys. Pitney
Bowes shall, at the request of Imagistics, provide Imagistics with copies of
customer surveys used by Pitney Bowes to determine if Imagistics is meeting the
Quality Standards. If Imagistics is notified or determines that it or any of its
Subsidiaries Authorized Dealers or Authorized Manufacturers is not complying
with any Quality Standards, it shall notify Pitney Bowes and the provisions of
Article 8 and Section 4.03 shall apply to such noncompliance.


                                       14


     Section 7.04. Product Discontinuation. If, at any time during or after the
term of this Agreement, Imagistics discontinues the Sale of an Imagistics
Business Product that has been marked with one or more of the Licensed Marks,
Imagistics shall immediately notify Pitney Bowes in writing of the
discontinuation, and, if Imagistics uses any such Licensed Mark solely in
connection with such discontinued Imagistics Business Product, then Imagistics
shall immediately cease using such Licensed Mark and shall immediately notify
Pitney Bowes in writing of such cessation.

                                   ARTICLE 8.
                          QUALITY STANDARD ENFORCEMENT

     Section 8.01. Initial Quality Standard Cure Period. If Pitney Bowes becomes
aware that Imagistics or any Subsidiary or Authorized Dealer sublicensee is not
complying with any Quality Standards, Pitney Bowes shall notify Imagistics in
writing, setting forth in reasonable detail a written description of the
noncompliance and any requested action for curing such noncompliance. Imagistics
shall then have thirty (30) days after receipt of such notice ("Initial Quality
Standard Cure Period") to correct such noncompliance or submit to Pitney Bowes a
written plan to correct such noncompliance which written plan is reasonably
acceptable to Pitney Bowes.

     Section 8.02. Second Quality Standard Cure Period. If noncompliance with
the Quality Standards continues beyond the Initial Quality Standard Cure Period,
Imagistics and Pitney Bowes shall each promptly appoint a representative to
negotiate in good faith actions that may be necessary to correct such
noncompliance. The parties shall have thirty (30) days following the expiration
of the Initial Quality Standard Cure Period to agree on corrective actions, and
Imagistics shall have thirty (30) days from the date of an agreement of
corrective actions, but not more than sixty (60) days following expiration of
the Initial Quality Standard Cure Period, to implement such corrective actions
and cure or cause the cure of such noncompliance ("Second Quality Standard Cure
Period"). In the event that the parties fail to agree on corrective actions
within thirty (30) days following the expiration of the Initial Quality Standard
Cure Period, the appointed representatives of Pitney Bowes and Imagistics shall
submit to the Operating Committee (as defined in the Transition Services
Agreement) a description of the noncompliance. The Operating Committee, in
accordance with the procedures set forth in the Transition Services Agreement,
shall attempt to determine and implement the necessary corrective actions (as
determined by it).

     Section 8.03. Final Quality Standard Cure Period. If the noncompliance with
the Quality Standards remains uncured, including for failure to agree on
corrective actions, after the expiration of the Second Quality Standard Cure
Period, then at Pitney Bowes' election, Imagistics, or the noncomplying


                                       15


Subsidiary or Authorized Dealer, whichever is applicable, promptly shall cease
offering the noncomplying Imagistics Business Products under the Licensed Marks
until Pitney Bowes determines that Imagistics, or the noncomplying Subsidiary or
Authorized Dealer, whichever is applicable, has demonstrated its ability and
commitment to comply with the Quality Standards. If, within thirty (30) days
following the expiration of the Second Quality Standard Cure Period, the
noncompliance with the Quality Standards remains uncured for any reason, Pitney
Bowes may elect to terminate license of the Licensed Mark giving rise to such
noncompliance ("Final Quality Standard Cure Period"). Nothing in this Article 8
shall be deemed to limit Imagistics' obligations under Section 4.03 above or to
preclude Pitney Bowes from exercising any rights or remedies under Section 4.03
above.

                                   ARTICLE 9
       PROTECTION OF LICENSED MARKS, LICENSED COPYRIGHTS, LICENSED PATENTS
                             AND LICENSED TECHNOLOGY

     Section 9.01. Ownership and Rights. To the extent not contrary to
applicable law, Imagistics agrees not to challenge the ownership or validity of
the Licensed Marks, the Licensed Copyrights, the Licensed Patents or the
Licensed Technology or contest the fact that Imagistics' rights are only those
of a licensee of the Licensed Marks, Licensed Copyrights, Licensed Patents and
Licensed Technology. Imagistics shall not disparage, dilute or, to the extent
not contrary to applicable law, adversely affect the validity of the Licensed
Marks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology.
Imagistics' use of the Licensed Marks and the goodwill associated therewith
shall inure exclusively to the benefit of Pitney Bowes, and Imagistics shall not
acquire or assert any rights in the Licensed Marks, the Licensed Copyrights, the
Licensed Patents or the Licensed Technology. Imagistics recognizes the value of
the goodwill associated with the Licensed Marks, and that the Licensed Marks may
have acquired secondary meaning in the minds of the public.

     Section 9.02. Protection of Licensed Marks, Licensed Copyrights, Licensed
Patents and the Licensed Technology. Imagistics shall assist Pitney Bowes, at
Pitney Bowes' request and expense, in the procurement and maintenance of Pitney
Bowes' intellectual property rights in the Licensed Marks, the Licensed
Copyrights, Licensed Patents and the Licensed Technology. Imagistics will not
grant or attempt to grant a security interest in the Licensed Marks, the
Licensed Copyrights, the Licensed Patents or the Licensed Technology, or to
record any such security interest in the United States Patent and Trademark
Office or elsewhere, against any trademark application or registration belonging
to Pitney Bowes. Imagistics agrees to, and to cause its Subsidiaries to, execute
all documents reasonably requested by Pitney Bowes to effect further


                                       16


registration of, maintenance and renewal of the Licensed Marks, the Licensed
Copyrights, the Licensed Patents and the Licensed Technology, recordation of the
license relationship between Pitney Bowes and Imagistics, and recordation of
Imagistics as a registered user. Pitney Bowes makes no warranty or
representation that trademark or patent registrations have been or will be
applied for, secured or maintained in the Licensed Marks, the Licensed
Copyrights, the Licensed Patents or the Licensed Technology throughout, or
anywhere within, the world. Imagistics shall cause to appear on all Imagistics
Business Products, and all Collateral Materials, such legends, markings and
notices as may be required by applicable law or reasonably requested by Pitney
Bowes.

     Section 9.03. Similar Marks, Copyrights and Patents. Imagistics agrees not
to use, register or attempt to register in any country any Mark, Copyright or
Patent that infringes upon or violates Pitney Bowes' rights in the Licensed
Marks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology,
or any element thereof. If any application for registration is, or has been,
filed in any country by Imagistics which relates to any Mark, Copyright or
Patent that infringes upon or violates Pitney Bowes' rights in the Licensed
Marks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology,
Imagistics shall immediately abandon any such application or registration or
assign it to Pitney Bowes. To the extent not contrary to applicable law,
Imagistics shall not challenge Pitney Bowes' ownership of or the validity of the
Licensed Marks, the Licensed Copyrights, the Licensed Patents and the Licensed
Technology or any application for registration thereof throughout the world.
Imagistics shall not use, register or attempt to register in any country any
copyright, domain name or any other intellectual property right, whether
recognized currently or in the future, or other designation which would affect
the ownership or rights of Pitney Bowes in and to the Licensed Marks, the
Licensed Copyrights, the Licensed Patents and the Licensed Technology, or
otherwise to take any action which would adversely affect any of such ownership
rights, or assist anyone else in doing so. Imagistics shall cause its
Subsidiaries, Authorized Dealers and Authorized Manufacturers to comply with the
provisions of this Section 9.03.

     Section 9.04. Infringement Proceedings. In the event that the Imagistics
General Counsel learns of any infringement or violation or threatened
infringement or violation of the Licensed Marks, the Licensed Copyrights, the
Licensed Patents or the Licensed Technology, or any unfair competition,
passing-off or dilution with respect to the Licensed Marks, the Licensed
Copyrights, the Licensed Patents or the Licensed Technology, Imagistics shall
notify Pitney Bowes or its authorized representative giving particulars thereof,
and Imagistics shall provide necessary information and assistance to Pitney
Bowes or its authorized representatives at Pitney Bowes' expense in the event
that Pitney Bowes decides that proceedings should be commenced. Notwithstanding
the foregoing, Imagistics is not obligated to monitor or police use of the
Licensed


                                       17


Marks, the Licensed Copyrights, the Licensed Patents and the Licensed Technology
by Third Parties other than as specifically set forth in Section 4.03. Pitney
Bowes shall have exclusive control of any litigation, opposition, cancellation
or related legal proceedings, relating to the use of the Licensed Marks by Third
Parties. The decision whether to bring, maintain or settle any such proceedings
shall be at the exclusive option and expense of Pitney Bowes, and all recoveries
shall belong exclusively to Pitney Bowes. Imagistics shall not and shall have no
right to initiate any such litigation, opposition, cancellation or related legal
proceedings in its own name, but, at Pitney Bowes' request, agrees to be joined
as a party in any action taken by Pitney Bowes to enforce its rights in the
Licensed Marks, the Licensed Copyrights, the Licensed Patents or the Licensed
Technology. Pitney Bowes shall incur no liability to Imagistics or any other
Person under any legal theory by reason of Pitney Bowes' failure or refusal to
prosecute or by Pitney Bowes' refusal to permit Imagistics to prosecute, any
alleged infringement or violation by Third Parties, nor by reason of any
settlement to which Pitney Bowes may agree. In the event that Pitney Bowes
requests that Imagistics be joined as a party in any action taken by Pitney
Bowes to enforce its rights in the Licensed Marks, the Licensed Copyrights, the
Licensed Patents or the Licensed Technology, Pitney Bowes shall provide outside
counsel and pay Imagistics' expenses related to any such action; provided that
Imagistics shall be responsible for the fees of any separate outside legal
counsel or other attorneys' fees or other expenses.

                                   ARTICLE 10
                                 CONFIDENTIALITY

     Section 10.01. General. For the term of this Agreement and for five years
after the termination or expiration of this Agreement, each party shall retain
the other party's Confidential Information in the strictest confidence (on a
need to know basis) and shall not disclose such Confidential Information to any
Person without the other party's express written consent, other than on a
need-to-know basis to an employee, agent or professional advisor of the
receiving party or an Affiliate thereof. Notwithstanding anything to the
contrary in this Agreement, the obligation to maintain the confidentiality of
Confidential Information shall not apply to the extent that the receiving party
is required to disclose such Confidential Information pursuant to Law or legally
enforceable order of a court or judicial body; provided that the receiving party
provides notice to the disclosing party to enable the disclosing party to seek a
protective order or an injunction.


                                       18


                                   ARTICLE 11
                                 INDEMNIFICATION

     Section 11.01. Imagistics Indemnification of Pitney Bowes. Imagistics shall
indemnify, defend and hold harmless Pitney Bowes and the respective directors,
officers and Affiliates of Pitney Bowes and its Subsidiaries (the "Pitney Bowes
Indemnitees") from and against any and all Losses incurred or suffered by any of
the Pitney Bowes Indemnities arising out of the use of any Licensed Mark,
Licensed Copyright, Licensed Patent or Licensed Technology by Imagistics or any
of its Subsidiaries, Authorized Dealers or its customers or Authorized
Manufacturers or its customers.

     Section 11.02. Insurance; Third Party Obligations; Tax Benefits. Any
indemnification pursuant to Section 11.01 shall be paid net of the amount of any
insurance or other amounts that would be payable by any Third Party to the
Indemnified Party (as defined below) in the absence of this Agreement
(irrespective of time of receipt of such insurance or other amounts) and net of
any tax benefit to the Indemnified Party attributable to the relevant payment or
Liability. Such indemnification shall be increased to reflect any tax liability
of the Indemnified Party so that the Indemnified Party receives 100% of the
after-tax amount of any payment or liability. It is expressly agreed that no
insurer or any other Third Party shall be (i) entitled to a benefit it would not
be entitled to receive in the absence of the foregoing indemnification
provisions, (ii) relieved of the responsibility to pay any claims to which it is
obligated or (iii) entitled to any subrogation rights with respect to any
obligation hereunder.

     Section 11.03. Notice and Payment of Claims. If any Pitney Bowes Indemnitee
(the "Indemnified Party") determines that it is or may be entitled to
indemnification by any party (the "Indemnifying Party") under Article 11 (other
than in connection with any Action subject to Section 11.04), the Indemnified
Party shall deliver to the Indemnifying Party a written notice specifying, to
the extent reasonably practicable, the basis for its claim for indemnification
and the amount for which the Indemnified Party reasonably believes it is
entitled to be indemnified. If the Indemnifying Party has not responded within
thirty (30) days after receipt of such notice, the Indemnified Party shall
deliver a second notice to the within ten (10) days of the expiration of the
original thirty (30)-day period. Within thirty (30) days after receipt of any
second notice, the Indemnifying Party shall pay the Indemnified Party such
amount in cash or other immediately available funds unless the Indemnifying
Party objects to the claim for indemnification or the amount thereof. If the
Indemnifying Party does not give the Indemnified Party written notice objecting
to such indemnity claim and setting forth the grounds therefor within such
thirty (30)-day period, the Indemnified Party shall give the Indemnifying Party
an additional notice of its claim for indemnification and if the Indemnifying
Party does not give the Indemnified Party written notice objecting to such claim
within ten (10) days after receipt of such


                                       19


notice the Indemnifying Party shall be deemed to have acknowledged its liability
for such claim and the Indemnified Party may exercise any and all of its rights
under applicable law to collect such amount. In the event of such a timely
objection by the Indemnifying Party, the amount, if any, that is Finally
Determined to be required to be paid by the Indemnifying Party in respect of
such indemnity claim shall be paid by the Indemnifying Party to the Indemnified
Party in cash within fifteen (15) days after such indemnity claim has been so
Finally Determined.

     Section 11.04. Notice and Defense of Third-Party Claims. Promptly following
the earlier of (i) receipt of notice of the commencement by a third party of any
Action against or otherwise involving any Indemnified Party or (ii) receipt of
information from a third party alleging the existence of a claim against an
Indemnified Party, in either case, with respect to which indemnification may be
sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party
shall give the Indemnifying Party written notice thereof. The failure of the
Indemnified Party to give notice as provided in this Article 11 shall not
relieve the Indemnifying Party of its obligations under this Agreement, except
to the extent that the Indemnifying Party is prejudiced by such failure to give
notice. Within thirty (30) days after receipt of such notice, the Indemnifying
Party may (i) by giving written notice thereof to the Indemnified Party,
acknowledge liability for such indemnification claim and at its option elect to
assume the defense of such Third-Party Claim at its sole cost and expense or
(ii) object to the claim for indemnification set forth in the notice delivered
by the Indemnified Party pursuant to the first sentence of this Section 11.04;
provided that if the Indemnifying Party does not within such thirty (30)-day
period give the Indemnified Party written notice objecting to such
indemnification claim and setting forth the grounds therefor, the Indemnified
Party shall give the Indemnifying Party an additional notice of its claim for
indemnification and if the Indemnifying Party does not give the Indemnified
Party written notice objecting to such claim within ten (10) days after receipt
of such notice the Indemnifying Party shall be deemed to have acknowledged its
liability for such indemnification claim. If the Indemnifying Party has elected
to assume the defense of a Third-Party Claim, (x) the defense shall be conducted
by counsel retained by the Indemnifying Party and reasonably satisfactory to the
Indemnified Party, provided that the Indemnified Party shall have the right to
participate in such proceedings and to be represented by counsel of its own
choosing at the Indemnified Party's sole cost and expense; and (y) the
Indemnifying Party may settle or compromise the Third Party Claim without the
prior written consent of the Indemnified Party so long as such settlement
includes an unconditional release of the Indemnified Party from all claims that
are the subject of such Third Party Claim, provided that the Indemnifying Party
may not agree to any such settlement pursuant to which any remedy or relief,
other than monetary damages for which the Indemnifying Party shall be
responsible hereunder, shall be applied to or against the Indemnified Party,
without the prior


                                       20


written consent of the Indemnified Party, which consent shall not be
unreasonably withheld. If the Indemnifying Party does not assume the defense of
a Third-Party Claim for which it has acknowledged liability for indemnification
hereunder, the Indemnified Party may require the Indemnifying Party to reimburse
it on a current basis for its reasonable expenses of investigation, reasonable
attorneys' fees and reasonable out-of-pocket expenses incurred in defending
against such Third-Party Claim and the Indemnifying Party shall be bound by the
result obtained with respect thereto by the Indemnified Party; provided that the
Indemnifying Party shall not be liable for any settlement effected without its
consent, which consent shall not be unreasonably withheld. The Indemnifying
Party shall pay to the Indemnified Party in cash the amount, if any, for which
the Indemnified Party is entitled to be indemnified hereunder within fifteen
(15) days after such Third Party Claim has been Finally Determined, in the case
of an indemnity claim as to which the Indemnifying Party has acknowledged
liability or, in the case of any indemnity claim as to which the Indemnifying
Party has not acknowledged liability, within fifteen (15) days after such
Indemnifying Party's objection to liability hereunder has been Finally
Determined.

     Section 11.05. Contribution. If for any reason the indemnification provided
for in Section 11.01 is unavailable to any Indemnified Party, or insufficient to
hold it harmless, then the Indemnifying Party shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses in such
proportion as is appropriate to reflect all relevant equitable considerations.

     Section 11.06. Non-Exclusivity of Remedies. The remedies provided for in
this Article 11 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any Indemnified Party at law or in equity.

                                   ARTICLE 12
                              TERM AND TERMINATION

     Section 12.01. Term. Imagistics' right to use the Licensed Marks shall
remain in effect for a period of two (2) years from the Distribution Date unless
earlier terminated as provided below. Imagistics' rights in the Licensed Patents
and Licensed Copyrights shall remain in effect for the term of the associated
Patent or Copyright. Imagistics' rights in the Licensed Technology shall remain
in effect indefinitely, subject to the terms and conditions of this Agreement.

     Section 12.02. Voluntary Termination. By written notice to Pitney Bowes,
Imagistics may voluntarily terminate all or a specified portion of the licenses
and rights granted to it hereunder by Pitney Bowes. Such notice shall specify
the effective date of such termination and shall clearly specify any affected
Licensed Marks, Licensed Patents or Licensed Technology or Imagistics Business
Products.


                                       21


     Section 12.03. Survival. Any termination of licenses and rights of
Imagistics under Section 12.02 shall not affect Imagistics' licenses and rights
with respect to any Imagistics Business Products made or sold prior to such
termination.

     Section 12.04. Other Termination. c) Pitney Bowes shall have the option to
terminate Imagistics' use of the Licensed Marks in the event that Imagistics
materially defaults on its obligations under any of the Ancillary Agreements
and, following written notice from Pitney Bowes, does not cure such default
within sixty (60) days of receipt of such notice.

     (a) Pitney Bowes shall have the option to terminate Imagistics' use of the
Licensed Marks in the event that Imagistics becomes bankrupt or insolvent, or
experiences a Change of Control.

     (b) Imagistics' right to use the Licensed Marks shall automatically
terminate in the event that either party terminates, in accordance with the
provisions of Section 8.12 of the Distribution Agreement, the provision of the
non-compete covenant set forth in Section 7.02 therein. Pitney Bowes shall have
the option to terminate Imagistics' right to use the Licensed Marks if the
Distribution Agreement is terminated for any reason.

                                   ARTICLE 13
                             LIMITATION OF LIABILITY

     IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES BE LIABLE TO THE OTHER
PARTY OR ITS SUBSIDIARIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL
OR PUNITIVE DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS
AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

     Section 14.01. Disclaimer. Each party acknowledges and agrees that all
Licensed Marks, Licensed Copyrights, Licensed Patents and the Licensed
Technology and any other information or materials licensed or provided hereunder
are licensed or provided on an "as is" basis and that neither party nor any of
its Subsidiaries makes any representations or extends any warranties whatsoever,
express, implied or statutory, with respect thereto including without


                                       22


limitation any implied warranties of title, enforceability or non-infringement.
Without limiting the generality of the foregoing, neither Pitney Bowes nor any
of its Subsidiaries makes any warranty or representation as to the validity of
any Mark, Patent or Copyright licensed by it to Imagistics or any warranty or
representation that any use of any Mark, Patent or Copyright with respect to any
product or service will be free from infringement or violation of any rights of
any Third Party.

     Section 14.02. Other Agreements. In the event there is any inconsistency
between the provisions of this Agreement, on the one hand, and the provisions of
the Distribution Agreement, on the other hand, the provisions of the
Distribution Agreement shall govern.

     Section 14.03. No Implied Licenses. Nothing contained in this Agreement
shall be construed as conferring any rights by implication, estoppel or
otherwise, under any intellectual property right, other than the rights
expressly granted in this Agreement with respect to the Licensed Marks, the
Licensed Copyrights, the Licensed Patents and the Licensed Technology. Neither
party is required hereunder to furnish or disclose to the other any information
(including copies of registrations of the Licensed Marks and Licensed Patents),
except as specifically provided herein.

     Section 14.04. Further Assurances and Consents. In addition to the actions
specifically provided for elsewhere in this Agreement, each of the parties
hereto shall use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things, reasonably necessary,
proper or advisable under applicable laws, regulations and agreements or
otherwise to consummate and make effective the transactions contemplated by this
Agreement, including but not limited to using its reasonable best efforts to
obtain any consents and approvals and to make any filings and applications
necessary or desirable in order to consummate the transactions contemplated by
this Agreement; provided that no party hereto shall be obligated to pay any
consideration therefor (except for filing fees and other similar charges) to any
Third Party from whom such consents or approvals are requested or to take any
action or omit to take any action if the taking of or omission to take such
action would be unreasonably burdensome to the party, its Group or its Group's
business.

     Section 14.05. Infringement Suits. Except as set forth in Section 4.03, (i)
neither party shall have any obligation hereunder to institute any action or
suit against Third Parties for infringement or violation of any of the Licensed
Marks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology
or to defend any action or suit brought by a Third Party which challenges or
concerns the validity of any of the Licensed Marks, the Licensed Copyrights, the
Licensed Patents or the Licensed Technology and (ii) Imagistics shall not have
any right to institute any action or suit against Third Parties for infringement
or violation of


                                       23


any of the Licensed Marks, the Licensed Copyrights, the Licensed Patents or the
Licensed Technology.

     Section 14.06. No Other Obligations. Neither party assumes any
responsibilities or obligations whatsoever, other than the responsibilities and
obligations expressly set forth in this Agreement or a separate written
agreement. Without limiting the generality of the foregoing, neither party, nor
any of its Subsidiaries, is obligated to (i) file any application for
registration of any Mark, any Patent or any Copyright, or to secure any rights
in any Marks, any Patents or any Copyrights, (ii) to maintain any Mark or any
Patent registration, or (iii) provide any assistance, except for the obligations
expressly assumed in this Agreement.

     Section 14.07. Force Majeure. (a) For purposes of this Section, "force
majeure" means an event beyond the control of either party, which by its nature
could not have been foreseen by such party, or, if it could have been foreseen,
was unavoidable, and includes without limitation, acts of God, storms, floods,
riots, fires, sabotage, civil commotion or civil unrest, interference by civil
or military authorities, acts of war (declared or undeclared) and failure of
energy sources.

     (b) Without limiting the generality of Article 13 herein, neither party
shall be under any liability for failure to fulfill any obligation under this
Agreement, so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered, or delayed as a consequence of
circumstances of force majeure; provided that such party shall have exercised
all due diligence to minimize to the greatest extent possible the effect of
force majeure on its obligations hereunder.

     (c) Promptly on becoming aware of force majeure causing a delay in
performance or preventing performance of any obligations imposed by this
Agreement (and termination of such delay), the party affected shall give written
notice to the other party giving details of the same, including particulars of
the actual and, if applicable, estimated continuing effects of such force
majeure on the obligations of the party whose performance is prevented or
delayed. If such notice shall have been duly given, the actual delay resulting
from such force majeure shall be deemed not to be a breach of this Agreement,
and the period for performance of the obligation to which it relates shall be
extended accordingly; provided that if force majeure results in the performance
of a party being delayed by more than one hundred eighty (180) days, the other
party shall have the right to terminate this Agreement with respect to any
provision affected by such delay forthwith by written notice.

     Section 14.08. Entire Agreement. This Agreement, the Distribution Agreement
and the other Ancillary Agreements and the Exhibits and Schedules referenced or
attached hereto and thereto constitute the entire agreement between


                                       24


the parties with respect to the subject matter hereof and thereof and shall
supersede all prior written and oral and all contemporaneous oral agreements and
understandings with respect to the subject matter hereof and thereof. To the
extent there is a conflict between this Agreement and the Distribution Agreement
between the parties, the terms of this Agreement shall govern.

     Section 14.09. Governing Law. This Agreement shall be governed in
accordance with the laws of the State of New York without regard to New York
choice of law provisions. Each of Pitney Bowes and Imagistics hereby submits to
the non-exclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court sitting in New
York City for purposes of all legal proceedings arising out of or relating to
this Agreement.

     Section 14.10. Waiver of Jury Trial. Pitney Bowes and Imagistics hereby
irrevocably waive any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement and to the fullest extent permitted
by law waive any rights that they may have to claim or to receive consequential
or special damages in connection with any legal proceeding arising out of or
relating to this Agreement.

     Section 14.11. Notices. Notices, offers, requests or other communications
required or permitted to be given by either party pursuant to the terms of this
Agreement shall be given in writing to the respective parties to the following
addresses:

         if to    Pitney Bowes:
                  Pitney Bowes Inc.
                  1 Elmcroft Drive
                  Stamford, CT 06926-0700
                  Telecopy:  (203) 351-7984
                  Attention: Sara Moss
                  Title: Vice President and General Counsel

         with a copy to:
                  Pitney Bowes Inc.35 Waterview Drive
                  Mail Stop Code 26-22
                  Shelton, CT 06484-8000
                  Telecopy: (203) 924-3028
                  Attention: Michael E. Melton
                  Title: Deputy General Counsel, Intellectual
                           Property and Technology Law

         with a copy to:
                  Davis Polk & Wardwell
                  450 Lexington Avenue


                                       25


                  New York, New York 10017
                  Telecopy: (212) 450-4800
                  Attention:  Sarah J. Beshar

         if to Imagistics:
                  Imagistics International Inc.
                  100 Oakview Drive
                  Trumbull, CT 06611
                  Telecopy: (203) 365-7497
                  Attention: Chief Financial Officer

         with a copy to:
                  Imagistics International Inc.
                  100 Oakview Drive
                  Trumbull, CT 06611
                  Telecopy: (203) 365-2353
                  Attention: General Counsel

or to such other address as the party to whom notice is given may have
previously furnished to the other in writing as provided herein. Any notice
involving non-performance, termination, or renewal shall be sent by hand
delivery, recognized overnight courier or, within the United States, may also be
sent via certified mail, return receipt requested. All other notices may also be
sent by fax, confirmed by first class mail. All notices shall be deemed to have
been given and received on the earlier of actual delivery or three (3) days from
the date of postmark.

Section 14.12. Nonassignability. Neither party may, directly or indirectly, in
whole or in part, whether by operation of law or otherwise, assign or transfer
this Agreement, without the other party's prior written consent, and any
attempted assignment, transfer or delegation without such prior written consent
shall be voidable at the sole option of such other party. Notwithstanding the
foregoing, each party (or its permitted successive assignees or transferees
hereunder) may assign or transfer this Agreement as a whole without consent to a
Person that succeeds to all or substantially all of the business or assets of
such party as long as such Person agrees to accept all the terms and conditions
set forth herein. Without limiting the foregoing, this Agreement will be binding
upon and inure to the benefit of the parties and their permitted successors and
assigns.

Section 14.13. Severability. If any term or other provision of this Agreement is
determined by a court, administrative agency or arbitrator to be invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to either party. Upon such determination that any term or other
provision is invalid, illegal


                                       26


or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the fullest extent possible.

Section 14.14. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure
or delay on the part of either party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

Section 14.15.  Amendment. No change or amendment will be made to this
Agreement except by an instrument in writing signed on behalf of each of the
parties to such agreement.

Section 14.16. Counterparts. This Agreement, including the Ancillary Agreements
and the Exhibits and Schedules hereto and thereto and the other documents
referred to herein or therein, may be executed in counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement.


                                       27


     WHEREFORE, the parties have signed this Intellectual Property Agreement
effective as of the date first set forth above.

                               PITNEY BOWES INC.
                               By: /s/ Bruce Nolop
                                   --------------------------------------------
                                   Name:  Bruce Nolop
                                          Exec. Vice President & Chief
                                   Title: Financial Officer


                               IMAGISTICS INTERNATIONAL INC.
                               By: /s/ Joseph D. Skrzypczak
                                   --------------------------------------------
                                   Name:  Joseph D. Skrzypczak
                                   Title: Chief Financial Officer


                                       28


                                                                    Schedule A-1

                                 ASSIGNED MARKS


                              Schedule A-1 - Page 1


                                                                    Schedule A-1

                                 ASSIGNED MARKS

REGISTERED MARKS

    MARK                    REG. NO.             REG. DATE
    ----                    --------             ---------
COPYKEY                    1,295,839          September 18, 1994
FAXKEY                     1,353,807          August 13, 1985
PRINTPOWDER                1,248,021          August 16, 1983
SMART TOUCH                2,063,827          May 20, 1997
TOTAL PACKAGE              1,528,571          March 7, 1989


UNREGISTERED MARKS

CONNEX
CONNEX LITE
DIGI-SERVE
DIGITAL LIGHT ARRAY
DIGITAL SMART IMAGE DESIGN
DL SERIES
DL520 PUBLISHER
DOCUFINISH
DOCUMASTER
ESCAN
FASTTRACK
FAX CONNEX
FAX DIRECTOR IP
FYI-FOR YOUR IMAGE
PRO DOCUMENT SERIES/PRODOC 110
RIP-MASTER
SCANCONNEX
SMART COLOR COLOR SMART
SMART IMAGE PUBLISHER
SMART IMAGE SERVER
SMART IMAGER
SMART IMAGER RIP
SMART RIP
SMART RUN


                               Schedule A-1 - Page 2


SMART SIZE
SMART TRACK
SMARTFINISH
TEAM PRINT
UNIVERSAL ACCESS
VALUE ADDED MAINTENANCE
VIRTUAL DOCUMENT FACTORY
WEB CONNEX


                               Schedule A-1 - Page 3


                                                        Schedule A-1 (continued)

                  CERTAIN INFORMATION RELATING TO PRIOR GRANTS
                               (per Section 2.02)

None.


                               Schedule A-1 - Page 4


                                                                    Schedule A-2


                                 LICENSED MARKS

See Attachment.


                              Schedule A-2 - Page 1


                           [PITNEY BOWES COMPANY LOGO
                          TO BE INSERTED ON THIS PAGE]



                              Schedule A-2 - Page 2


                                                                      Schedule B


                                LICENSED PATENTS


See Attachment.


                               Schedule B - Page 1



APPLICATIONS ------------ CASE APPLN PATENT COUNTRY NUMBER TITLE STATUS NUMBER FILING DATE NUMBER ISSUE DATE ------------------------------------------------------------------------------------------------------------------------------------ US C593 METHOD FOR FOLING AND SEALING SHEETS Granted 423,156 Oct. 18, 1989 RE 34338 8/10/93 ------------------------------------------------------------------------------------------------------------------------------------ US C610 MULTIPURPOSE COMPUTER ACCESSORY FOR FACILITATING FACSIMILE COMMUNICATION Granted 459,057 Dec. 29, 1989 5,091,790 2/25/92 ------------------------------------------------------------------------------------------------------------------------------------ US C724 DEVICE FOR FOLDING AND SEALING SHEETS Granted 677,013 Mar. 28, 1991 RE 34288 6/22/93 ------------------------------------------------------------------------------------------------------------------------------------ US E473 APPARATUS AND METHOD FOR SELECTIVE ARCHIVING OF FACSIMILE MESSAGES Granted 576,665 Dec. 21, 1995 5,701,183 12/23/97 ------------------------------------------------------------------------------------------------------------------------------------ US E940 METHOD AND APPARATUS FOR PREVENTING THE UNAUTHORIZED USE OF A RETAINING CARTRIDGE Amended 456,625 Dec. 8, 1999 ------------------------------------------------------------------------------------------------------------------------------------ WO E940 METHOD AND APPARATUS FOR PREVENTING THE UNAUTHORIZED USE OF A RETAINING CARTRIDGE Pending 33,354 Dec. 8, 2000 ------------------------------------------------------------------------------------------------------------------------------------ US E942 METHOD AND SYSTEM FOR MAXIMIZING USE OF A COMMUNICATION LINE Pending 469,031 Dec. 21, 1999 ------------------------------------------------------------------------------------------------------------------------------------ CA B533 TEMPERATURE SELF REGULATING FUSER Granted 351,063 May 1, 1980 1,185,312 04/9/85 ------------------------------------------------------------------------------------------------------------------------------------ FR B538 DOCUMENT COPIER Registered 77,962 Oct. 23, 1979 182,733 9/22/80 ------------------------------------------------------------------------------------------------------------------------------------ CA B626 CHARGE ROLLER SYSTEM FOR AN ELECTROPHOTOGRAPHIC COPIER Granted 383,870 Aug. 14, 1981 1,194,535 10/1/85 ------------------------------------------------------------------------------------------------------------------------------------ CA B764 GROUNDING DEVICE FOR MOVING PHOTOCONDUCTOR WEB Granted 415,292 Nov. 10, 1982 1,194,919 10/8/85 ------------------------------------------------------------------------------------------------------------------------------------
Schedule B - Page 2
APPLICATIONS ------------ CASE APPLN PATENT COUNTRY NUMBER TITLE STATUS NUMBER FILING DATE NUMBER ISSUE DATE ----------------------------------------------------------------------------------------------------------------------------------- US B789 CORRECTION OF IMAGING IMPERFECTIONS Granted 408,963 Aug. 17, 1982 4,491,963 1/1/85 ----------------------------------------------------------------------------------------------------------------------------------- US E771 UNIVERSAL ACCESS PHOTOCOPIER Granted 188,273 Nov. 9, 1998 6,243,682 6/5/01 ----------------------------------------------------------------------------------------------------------------------------------- US F201 MAILING SYSTEMS Pending 09/851074 May 8, 2001
Schedule B - Page 3 Schedule C EXCEPTIONS TO LICENSE RESTRICTIONS None. Schedule C - Page 1 Schedule D QUALITY STANDARDS AND TRADEMARK USAGE GUIDELINES Pitney Bowes document "Pitney Bowes Identity System" as amended and updated from time to time is hereby incorporated by reference into this Agreement Schedule D. Schedule D - Page 1