\n SECTION 14.01. Disclaimer……………………………………………………………23
\n SECTION 14.02. Other Agreements………………………………………………………23
\n SECTION 14.03. No Implied Licenses……………………………………………………23
\n SECTION 14.04. Further Assurances and Consents…………………………………………24
\n SECTION 14.05. Infringement Suits…………………………………………………….24
\n SECTION 14.06. No Other Obligations…………………………………………………..24
\n SECTION 14.07. Force Majeure…………………………………………………………24
\n SECTION 14.08. Entire Agreement………………………………………………………25
\n SECTION 14.09. Governing Law…………………………………………………………25
\n SECTION 14.10. Waiver of Jury Trial…………………………………………………..25
\n SECTION 14.11. Notices………………………………………………………………26
\n SECTION 14.12. Nonassignability………………………………………………………27
\n SECTION 14.13. Severability………………………………………………………….27
\n SECTION 14.14. Failure or Indulgence Not Waiver; Remedies Cumulative……………………..27
\n SECTION 14.15. Amendment…………………………………………………………….27
\n SECTION 14.16. Counterparts………………………………………………………….28<\/p>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
iii<\/p>\n
Schedule A-1 – Assigned Marks
\nSchedule A-2 – Licensed Marks
\nSchedule B – Licensed Patents
\nSchedule C – Exceptions to License Restrictions
\nSchedule D – Quality Standards and Trademark Usage Guidelines<\/p>\n
iv<\/p>\n
This Intellectual Property Agreement (the “Agreement”) is between
\nPitney Bowes Inc., a Delaware corporation (“Pitney Bowes”), and Pitney Bowes
\nOffice Systems, Inc., a Delaware corporation (“Office Systems”).<\/p>\n
WHEREAS, the Board of Directors of Pitney Bowes has determined that it
\nis in the best interests of Pitney Bowes and its stockholders to spin-off the
\nOffice Systems Business (as defined below);<\/p>\n
WHEREAS, as part of the foregoing, Pitney Bowes and Office Systems have
\nentered into a Distribution Agreement (as defined below) which provides, among
\nother things, for the transfer of certain Office Systems assets and Office
\nSystems liabilities, the distribution to the holders of the issued and
\noutstanding shares of common stock, par value $1.00 per share, of Pitney Bowes
\nof 100% of the issued and outstanding shares of common stock, par value $.01 per
\nshare, of Office Systems (the “Distribution”) and the execution and delivery of
\ncertain other agreements that will govern certain other matters following the
\nDistribution;<\/p>\n
WHEREAS, the parties desire to enter into an agreement that provides
\nfor Pitney Bowes to assign to Office Systems the Assigned Marks and the Assigned
\nCopyrights (each as defined below) and to license to Office Systems the Licensed
\nMarks, the Licensed Copyrights, the Licensed Patents and the Licensed Technology
\n(each as defined below) from and after the Distribution Date (as defined below);
\nand<\/p>\n
NOW, THEREFORE, in consideration of the mutual covenants contained in
\nthis Agreement; the parties hereby agree as follows:<\/p>\n
ARTICLE 1
\n DEFINITIONS<\/p>\n
For the purpose of this Agreement, the following capitalized terms are
\ndefined in this Article 1 and shall have the meaning specified herein:<\/p>\n
“Action” means any demand, claim, suit, action, arbitration, inquiry,
\ninvestigation or other proceeding by or before or any regulatory or governmental
\nagency or authority or any arbitration or mediation tribunal.<\/p>\n
“Affiliate” has the meaning set forth in the Distribution Agreement.<\/p>\n
“Agreement” has the meaning set forth in the preamble hereto, as such
\nagreement may be amended and supplemented from time to time in accordance with
\nits terms.<\/p>\n
“Ancillary Agreement” means each of the Distribution Agreement, the Tax
\nSeparation Agreement, the Transition Services Agreement, the Canada Reseller
\nAgreement, the Management Services Reseller Agreement, the Vendor Financing
\nAgreement, the Assignment and Novation Agreements, the Sublease Agreements, and
\nthe Sublease and License Agreements.<\/p>\n
“Assigned Copyrights” means the Copyrights as owned by Pitney Bowes and
\nused solely within the Office Systems business to be transferred to Office
\nSystems on a quitclaim basis pursuant to the terms of this Agreement.<\/p>\n
“Assigned Marks” means the Marks set forth on Schedule A-1 hereto.<\/p>\n
“Assignment and Novation Agreements” has the meaning set forth in the
\nDistribution Agreement.<\/p>\n
“Authorized Dealer” means any distributor, dealer, OEM customer,
\nsystems integrator or other agent that on or after the Distribution Date is
\nauthorized to market, advertise, sell, lease, rent, service or otherwise offer
\nOffice Systems Business Products. Office Systems will periodically provide
\nPitney Bowes with a list of the then current Authorized Dealers within a
\nreasonable period after Pitney Bowes’ request.<\/p>\n
“Authorized Manufacturer” means any original equipment manufacturer,
\nproducer, dealer or other agent that on or after the Distribution Date is
\nauthorized to build, create, design, compile or otherwise build for Sale Office
\nSystems Business Products. Office Systems will periodically provide Pitney Bowes
\nwith a list of the then current Authorized Manufacturers within a reasonable
\nperiod after Pitney Bowes’ request.<\/p>\n
“Canada Reseller Agreement” has the meaning set forth in the
\nDistribution Agreement.<\/p>\n
“Change of Control” means (i) the direct or indirect acquisition (by
\nmerger, consolidation, business combination or otherwise) by any Person or group
\nof Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5
\nunder the Securities Exchange Act of 1934) of 40% or more of the Total Voting
\nPower of Office Systems, (ii) any merger, consolidation or other business
\ncombination of Office Systems or a Subsidiary of Office Systems with any Person
\nafter giving effect to which (x) the shareholders of Office Systems immediately<\/p>\n
2<\/p>\n
prior to such transaction do not own at least 60% of the Total Voting Power of
\nthe ultimate parent entity of the parties to such transaction or (y) individuals
\nwho were directors of Office Systems immediately prior to such transaction (or
\ntheir designees) do not constitute a majority of the board of directors of such
\nultimate parent entity and (iii) the direct or indirect acquisition by any
\nPerson or group of Persons of all or substantially all of the assets of Office
\nSystems.<\/p>\n
“Collateral Materials” means all packaging, tags, labels, advertising,
\npromotions, display fixtures, instructions, warranties and other materials of
\nany and all types associated with the Office Systems Business Products that are
\nmarked with at least one of the Licensed Marks.<\/p>\n
“Confidential Information” means any non-public, confidential or
\nproprietary information relating to a disclosing party, whether or not technical
\nin nature, including any information that is designated by the disclosing party
\nas Confidential Information at the time of its disclosure, either by a written
\nor visual confidentiality designation, or orally, provided that (i) written
\nconfirmation of such confidential status is provided to the receiving party
\nwithin ten (10) days thereafter or (ii) such information would, under the
\ncircumstances, appear to a reasonable person to be confidential or proprietary.
\nNotwithstanding the foregoing, “Confidential Information” does not include
\ninformation, technical data or know-how which: (i) is in the public domain at
\nthe time of disclosure or becomes available thereafter to the public without
\nrestriction, and in either case not as a result of the act or omission of the
\nreceiving party; (ii) is rightfully obtained by the receiving party from a third
\nparty without restriction as to disclosure; (iii) is lawfully in the possession
\nof the receiving party at the time of disclosure by the disclosing party and not
\notherwise subject to restriction on disclosure; (iv) is approved for disclosure
\nby prior written authorization of the disclosing party; or (v) is developed
\nindependently and separately by either party without use of the disclosing
\nparty’s Confidential Information.<\/p>\n
“Copyright” means (i) any copyright in any original works of authorship
\nfixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101
\net seq., whether registered or unregistered, including any applications for
\nregistration thereof and (ii) any corresponding foreign copyrights under the
\nlaws of any jurisdiction, in each case, whether registered or unregistered, and
\nany applications for registration thereof.<\/p>\n
“Credit Agreement” has the meaning set forth in the Distribution
\nAgreement.<\/p>\n
“Distribution” has the meaning set forth in the preamble.<\/p>\n
3<\/p>\n
“Distribution Agreement” means the Distribution Agreement between
\nPitney Bowes and Office Systems dated the date hereof.<\/p>\n
“Distribution Date” has the meaning set forth in the Distribution
\nAgreement.<\/p>\n
“Finally Determined” means, with respect to any Action or other matter,
\nthat the outcome or resolution of such Action or matter has been judicially
\ndetermined by judgment or order not subject to further appeal or discretionary
\nreview.<\/p>\n
“Group” means, as the context requires, the Office Systems Group or the
\nPitney Bowes Group.<\/p>\n
“Licensed Copyrights” means the Copyrights owned by Pitney Bowes at the
\ntime of the Distribution and used by both Pitney Bowes and Office Systems and
\nlicensed to Office Systems pursuant to the terms of this Agreement.<\/p>\n
“Licensed Marks” means the Marks set forth on Schedule A-2 hereto.<\/p>\n
“Licensed Patents” means the Patents set forth on Schedule B hereto.<\/p>\n
“Licensed Technology” means Pitney Bowes’ Technology and related
\ntechnical know-how as used in Office Systems Business prior to the Distribution
\nDate and licensed to Office Systems pursuant to the terms of this Agreement.<\/p>\n
“Losses” means, with respect to any Person, any and all damage, loss,
\nliability and expense incurred or suffered by such Person (including, without
\nlimitation, reasonable expenses of investigation and reasonable attorneys’ fees
\nand expenses in connection with any and all Actions or threatened Actions).<\/p>\n
“Management Services Reseller Agreement” has the meaning set forth in
\nthe Distribution Agreement.<\/p>\n
“Mark” means any trademark, service mark, trade name, domain name, and
\nthe like, or other word, name, symbol or device, or any combination thereof,
\nused or intended to be used by a Person to identify and distinguish the products
\nor services of that Person from the products or services of others and to
\nindicate the source of such goods or services, including without limitation all
\nregistrations and applications therefor throughout the world and all common law
\nand other rights therein throughout the world.<\/p>\n
“Office Systems” has the meaning set forth in the preamble.<\/p>\n
4<\/p>\n
“Office Systems Business” means the business of Office Systems.<\/p>\n
“Office Systems Business Products” means any and all products and
\nrelated services of the Office Systems Business commercially released or
\npracticed prior to the Distribution Date and similar products and services
\ncommercially released or practiced after the Distribution Date.<\/p>\n
“Office Systems Group” has the meaning set forth in the Distribution
\nAgreement.<\/p>\n
“Patent” means any patent, utility model, design patent, design
\nregistration, certificate of invention or other governmental grant for the
\nprotection of inventions or industrial designs and all reissues, renewals,
\nre-examinations and extensions of any of the foregoing, any applications of the
\nforegoing and any continuations-in-part, foreign equivalents (if any) and any
\nissued patents arising out of the foregoing during the term of this Agreement.<\/p>\n
“Permitted Geographic Areas” means the United States of America, its
\npossessions and territories and the United Kingdom.<\/p>\n
“Person” means an individual, a partnership, a corporation, a limited
\nliability company, an association, a joint stock company, a trust, a joint
\nventure, an unincorporated organization, and a governmental entity or any
\ndepartment, agency or political subdivision thereof.<\/p>\n
“Pitney Bowes” has the meaning set forth in the preamble.<\/p>\n
“Pitney Bowes Business” means the business of Pitney Bowes.<\/p>\n
“Pitney Bowes Group” has the meaning set forth in the Distribution
\nAgreement.<\/p>\n
“Quality Standards” means standards of quality applicable to the Office
\nSystems Business Products, as in use immediately prior to the Distribution Date
\nand attached hereto as Schedule D.<\/p>\n
To “Sell” a product means to sell, rent, transfer, lease, license or
\notherwise dispose of a product. “Sale” and “Sold” have the corollary meanings
\nascribed thereto.<\/p>\n
“Sublease Agreements” has the meaning set forth in the Distribution
\nAgreement.<\/p>\n
5<\/p>\n
“Sublease and License Agreements” has the meaning set forth in the
\nDistribution Agreement.<\/p>\n
“Subsidiary” of any Person means a corporation or other organization
\nwhether incorporated or unincorporated of which at least a majority of the
\nsecurities or interests having by the terms thereof ordinary voting power to
\nelect at least a majority of the board of directors or others performing similar
\nfunctions with respect to such corporation or other organization is directly or
\nindirectly owned or controlled by such Person or by any one or more of its
\nSubsidiaries, or by such Person and one or more of its Subsidiaries; provided,
\nhowever, that no Person that is not directly or indirectly wholly- owned by any
\nother Person shall be a Subsidiary of such other Person unless such other Person
\ncontrols, or has the right, power or ability to control, that Person. For
\npurposes of this Agreement, Office Systems shall be deemed not to be a
\nsubsidiary of Pitney Bowes.<\/p>\n
“Tax Separation Agreement” has the meaning set forth in the
\nDistribution Agreement.<\/p>\n
“Technology” means technological models, algorithms, manufacturing
\nprocesses, design processes, behavioral models, logic diagrams, schematics, test
\nvectors, computer and electronic data processing and other apparatus programs
\nand software (object code and source code), databases and documentation thereof,
\ntrade secrets, technical information, specifications, websites, ideas,
\nknowledge, data or the like. The term Technology includes Copyrights, trade
\nsecrets and any other intellectual property right, but expressly does not
\ninclude (i) any Mark thereof or (ii) any Patents therefor.<\/p>\n
“Third Party” means a Person other than Pitney Bowes and its
\nSubsidiaries and Office Systems and its Subsidiaries.<\/p>\n
“Trademark Usage Guidelines” means the guidelines for proper usage of
\nthe Licensed Marks, as in use immediately prior to the Distribution Date and
\nattached hereto as Schedule D, as such guidelines may be revised and updated in
\nwriting by Pitney Bowes from time to time.<\/p>\n
“Transition Services Agreement” has the meaning set forth in the
\nDistribution Agreement.<\/p>\n
“Vendor Financing Agreement” has the meaning set forth in the
\nDistribution Agreement.<\/p>\n
6<\/p>\n
ARTICLE 2
\n ASSIGNMENT<\/p>\n
SECTION 2.01. Grant of Assignment. Subject to Sections 2.02 and 2.03
\nbelow, Pitney Bowes hereby grants, conveys and assigns (and agrees to cause its
\nappropriate Subsidiaries to grant, convey and assign) to Office Systems all
\nright, title and interest in and to the Assigned Marks and the goodwill
\nassociated therewith, and the Assigned Copyrights to be owned and enjoyed by
\nOffice Systems, its successors and assigns.<\/p>\n
SECTION 2.02. Prior Grants and Assumption of Liability. Office Systems
\nacknowledges and agrees that the foregoing assignment is subject to any and all
\nlicenses or other rights that may have been granted by or to Pitney Bowes or any
\nof its Subsidiaries with respect to the Assigned Marks and Assigned Copyrights
\nprior to the Distribution Date. Pitney Bowes shall respond to reasonable
\ninquiries from Office Systems regarding any such prior grants. In order to
\nassist Office Systems in its administration of the Assigned Marks, but without
\nmaking any representation or warranty as to its completeness, and without
\nassuming any liability for any failure to disclose any such prior grants, Pitney
\nBowes has listed on Schedule A-1 certain information relating to prior grants.<\/p>\n
SECTION 2.03. Assignment Disclaimer. The parties acknowledge and agree
\nthat the foregoing assignments are made on an “as is,” quitclaim basis and that
\nneither Pitney Bowes nor any of its Subsidiaries has made or will make any
\nwarranty whatsoever, express, implied or statutory, including without limitation
\nany implied warranties of merchantability, fitness for a particular purpose,
\ntitle enforceability or non-infringement.<\/p>\n
ARTICLE 3
\n LICENSES AND TRANSFERS<\/p>\n
SECTION 3.01. License Grant. (a) Pitney Bowes grants (and agrees to
\ncause its appropriate Subsidiaries to grant) to the extent that it has a right
\nto do so and then only if such grant will not cause any member of the Pitney
\nBowes Group to incur any financial expense, obligations or liabilities, to
\nOffice Systems a personal, nonexclusive, fully-paid and non-transferable (except
\nas set forth in Section 14.12) a license to use (i) the Licensed Marks on the
\nOffice Systems Business Products for the term set forth in Section 12.01, unless
\nearlier terminated, (ii) the Licensed Copyrights, the Licensed Patents and the
\nLicensed Technology in connection with the Sale and offer for Sale of Office
\nSystems Business Products in the Permitted Geographic Areas (or, in the case of
\nOffice Systems Business Products in the form of software, in connection with
\nlicensing of Office Systems<\/p>\n
7<\/p>\n
Business Products) and (iii) the Licensed Marks in the Permitted Geographic
\nAreas in the advertisement and promotion of such Office Systems Business
\nProducts. The use of such licenses shall be subject to the confidentiality
\nprovisions outlined in Article 10 in all respects. Any copyrighted material used
\nby Office Systems shall be revised to remove (x) all Marks owned by Pitney Bowes
\nthat are not licensed to Office Systems by Pitney Bowes hereunder; (y) all
\nLicensed Marks when use of such copyrighted materials will be outside the
\nPermitted Geographic Areas, and (z) all Licensed Marks in the event the license
\ngranted to Office Systems hereunder expires or terminates for any reason.<\/p>\n
(b) All license grants made pursuant to this Agreement are subject to
\nany pre-existing obligation of Pitney Bowes. The license grants made pursuant to
\nthis Agreement shall cover only Marks, Copyrights, Patents and Technology owned
\nor otherwise held by Pitney Bowes immediately prior to the Distribution Date and
\nused in connection with the Office Systems Business for the Sale and offer for
\nSale of Office Systems Business Products immediately prior to the Distribution
\nDate and shall not cover any future Marks, Copyrights, Patents and Technology
\nowned or otherwise held by Pitney Bowes.<\/p>\n
SECTION 3.02. License Restrictions.<\/p>\n
(a) Office Systems may not use any Licensed Mark (either alone or in
\nconnection with other Marks), outside of the Permitted Geographic Areas. Office
\nSystems may, from time to time, request Pitney Bowes’ permission, which
\npermission shall not be unreasonably withheld, to use the Licensed Marks in
\nadditional geographic areas. Office Systems shall provide to Pitney Bowes a
\nwritten request indicating (i) the specific geographic region contemplated and
\n(ii) the specific products or services contemplated to be used in connection
\nwith any such Licensed Mark. Pitney Bowes shall provide a written response to
\nOffice Systems not later than ninety (90) days after receipt of such request,
\nindicating whether such request has been granted.<\/p>\n
(b) Office Systems may not use any Licensed Mark in direct association
\nwith another Mark such that the two Marks appear to be a single Mark or in any
\nother composite manner with any Marks of Office Systems or any Third Party
\n(other than the Licensed Marks as permitted herein and in association with the
\nMarks in combined format set forth on Schedule A-2 hereto).<\/p>\n
(c) Office Systems may not use any Licensed Mark (either alone or in
\nconnection with other Marks), Licensed Patent or Licensed Technology in<\/p>\n
8<\/p>\n
connection with the marketing, Sale, offer for Sale or provision of any product
\nor service in violation of the Distribution Agreement.<\/p>\n
(d) Office Systems may only use the Licensed Marks, Licensed Patents,
\nLicensed Copyrights or Licensed Technology in connection with the Sale and offer
\nfor Sale of Office Systems Business Products.<\/p>\n
(e) In all respects, Office Systems’ usage of the Licensed Marks
\npursuant to the license granted hereunder shall be in a manner consistent with
\nthe high standards, reputation and prestige represented by the Licensed Marks,
\nand any usage by Office Systems that is inconsistent with the foregoing shall be
\ndeemed to be outside the scope of the license granted hereunder. As a condition
\nto the license granted hereunder, Office Systems shall at all times present,
\nposition and promote the Office Systems Business Products marked with one or
\nmore of the Licensed Marks in a manner consistent with the high standards and
\nprestige represented by the Licensed Marks.<\/p>\n
SECTION 3.03. Licensee Undertakings. As a condition to the license
\ngranted hereunder, Office Systems undertakes to Pitney Bowes that:<\/p>\n
(a) Office Systems shall not use the Licensed Marks in any manner
\nwhich is deceptive or misleading, which ridicules or is derogatory to the
\nLicensed Marks, or which compromises or reflects unfavorably upon the goodwill,
\ngood name, reputation or image of Pitney Bowes or the Licensed Marks, or which
\nmight jeopardize or limit Pitney Bowes’ proprietary interest therein.<\/p>\n
(b) Office Systems shall not use the Licensed Marks, the Licensed
\nCopyrights, the Licensed Patents or the Licensed Technology in connection with
\nany products or services other than the Office Systems Business Products.<\/p>\n
(c) Office Systems shall not (i) misrepresent to any Person the scope
\nof its authority under this Agreement, (ii) incur or authorize any expenses or
\nliabilities chargeable to Pitney Bowes, or (iii) take any actions that would
\nimpose upon Pitney Bowes any obligation or liability to a Third Party other than
\nobligations under this Agreement, or other obligations which Pitney Bowes
\nexpressly approves in writing for Office Systems to incur on its behalf.<\/p>\n
(d) All press releases and corporate advertising and promotions that
\nembody the Licensed Marks and messages conveyed thereby shall be consistent with
\nthe high standards and prestige represented by the Licensed Marks.<\/p>\n
9<\/p>\n
(e) Office Systems shall comply in all material respects with all
\nlaws, regulations and governmental orders with respect to the manufacture, Sale,
\nmarketing and distribution of the Office Systems Business Products.<\/p>\n
SECTION 3.04. Non-Trademark Use. Each party may make appropriate and
\ntruthful references to the other party and the other party’s products and
\nTechnology.<\/p>\n
SECTION 3.05. Reservation of Rights. Except as otherwise expressly
\nprovided in this Agreement, the Pitney Bowes Group shall retain all right and
\ntitle in and to the Licensed Marks, the Licensed Copyrights, the Licensed
\nPatents and the Licensed Technology, including without limitation:<\/p>\n
(a) All rights of ownership in and to the Licensed Marks, the Licensed
\nCopyrights, the Licensed Patents and the Licensed Technology;<\/p>\n
(b) The right to use (including the right of the Pitney Bowes Group’s
\nAffiliates to use) the Licensed Marks, either alone or in combination with other
\nMarks, in connection with the marketing, offer or provision of any product or
\nservice, including any product or service which competes with Office Systems
\nBusiness Products, subject to the restrictions set forth in the Distribution
\nAgreement;<\/p>\n
(c) The right to license Third Parties to use the Licensed Marks, the
\nLicensed Copyrights, the Licensed Patents and the Licensed Technology or to
\nassign the Licensed Marks, the Licensed Copyrights, Licensed Patents or the
\nLicensed Technology; provided that Pitney Bowes shall not license the Licensed
\nMarks to any Third Party engaging in the commercial copier or facsimile business
\nin the Permitted Geographic Areas for so long as such license to Office Systems
\nhas not expired or terminated but in no event to exceed a period greater than
\ntwo years following the Distribution Date; and<\/p>\n
(d) Notwithstanding any other provision of this Agreement, nothing in
\nthis Agreement shall be construed as obligating Pitney Bowes to obtain or
\nmaintain in force or protect any Licensed Mark, Licensed Copyright, Licensed
\nPatent or Licensed Technology. Furthermore, Pitney Bowes shall have sole
\nauthority and responsibility to prosecute, amend, abandon and otherwise conduct
\nall affairs concerning the Licensed Marks, the Licensed Copyrights, the Licensed
\nPatents and the Licensed Technology in its sole and absolute discretion.<\/p>\n
SECTION 3.06. Title to Patents. In the event that Pitney Bowes shall,
\nfor any reason, determine that it no longer wishes to maintain any issued patent
\nof the Licensed Patents in the Permitted Geographic Areas, Pitney Bowes shall
\nnotify <\/p>\n
10<\/p>\n
Office Systems of its intent and shall provide Office Systems the option to
\nobtain title to such underlying issued patent, subject to an unrestricted,
\nworldwide, irrevocable, royalty-free license (including the right to sublicense)
\nwhich shall be retained by Pitney Bowes. In the event that Office Systems wishes
\nto obtain title to the underlying Patent, Pitney Bowes shall assign such Patent
\nto Office Systems at no cost to Office Systems; provided that Office Systems
\nshall pay all fees and expenses associated with such assignment.<\/p>\n
ARTICLE 4
\n PERMITTED SUBLICENSES<\/p>\n
SECTION 4.01. Sublicenses to Subsidiaries and to Authorized
\nManufacturers. (a) Subject to the terms and conditions of this Agreement,
\nincluding all applicable Quality Standards and Trademark Usage Guidelines and
\nother restrictions (including the limitation on the term of the Licensed Marks
\nas set forth in Section 12.01) in this Agreement, Office Systems may grant
\nsublicenses to its Subsidiaries to use the Licensed Marks, the Licensed
\nCopyrights, the Licensed Patents or the Licensed Technology in connection with
\nthe Sale or offer for Sale of Office Systems Business Products in the Permitted
\nGeographic Areas in accordance with the terms and conditions of this Agreement;
\nprovided, that (i) Office Systems enters into a written sublicense agreement
\nwith each such Subsidiary sublicensee, and (ii) such agreement does not include
\nthe right to grant further sublicenses other than, in the case of a sublicensed
\nSubsidiary of Office Systems, to another Subsidiary of Office Systems. Office
\nSystems shall provide copies of such written sublicense agreements to Pitney
\nBowes upon request. If Office Systems grants any sublicense rights pursuant to
\nthis Section 4.01(a) and any such sublicensed Subsidiary ceases to be a
\nSubsidiary, then the sublicense granted to such Subsidiary pursuant to this
\nSection 4.01(a) shall terminate one hundred eighty (180) days from the date of
\nsuch cessation.<\/p>\n
(b) Subject to the terms and conditions of this Agreement, Office
\nSystems may grant sublicenses to any Authorized Manufacturer to use the Licensed
\nPatents or the Licensed Technology in accordance with the terms and conditions
\nof this Agreement; provided, that (i) Office Systems enters into a written
\nsublicense agreement with each such Authorized Manufacturer sublicensee, (ii)
\nsuch agreement does not include the right to grant any further sublicenses and
\n(iii) the purpose of such agreement shall be solely to facilitate the
\nmanufacture and supply of products to be built for Sale by Office Systems and to
\nbe marketed under the Licensed Marks in the Permitted Geographic Areas. Office
\nSystems shall provide copies of such written sublicense agreements to Pitney<\/p>\n
11<\/p>\n
Bowes upon request. If Office Systems grants any sublicense rights pursuant to
\nthis Section 4.01(b) and any such sublicensed Authorized Manufacturer ceases to
\nbe an Authorized Manufacturer, then the sublicense granted to such Authorized
\nManufacturer pursuant to this Section 4.01(b) shall terminate no later than one
\nhundred eighty (180) days from the date of such cessation.<\/p>\n
(c) All sublicenses granted herein with respect to each Licensed Mark,
\nLicensed Copyright, Licensed Patent or the Licensed Technology shall expire upon
\nthe expiration or invalidity of such Licensed Mark, Licensed Copyright, Licensed
\nPatent or the Licensed Technology.<\/p>\n
(d) All sublicenses granted pursuant to this Agreement to a particular
\nSubsidiary of Office Systems shall terminate one hundred eighty (180) days from
\nthe date that the Subsidiary ceases to be a Subsidiary of Office Systems.<\/p>\n
(e) All sublicenses granted pursuant to this Agreement other than
\nthose granted to Subsidiaries of Office Systems hereunder shall terminate upon
\nthe expiration or termination of this Agreement or upon the expiration or other
\ntermination of the underlying license or rights granted herein.<\/p>\n
SECTION 4.02. Authorized Dealers’ Use of Marks. Subject to the terms
\nand conditions of this Agreement, including all applicable Quality Standards and
\nTrademark Usage Guidelines and other restrictions in this Agreement, Office
\nSystems (and those Subsidiaries sublicensed to use the Licensed Marks pursuant
\nto Section 4.01) may allow Authorized Dealers to, and may allow such Authorized
\nDealers to allow other Authorized Dealers to, use the Licensed Marks in the
\nadvertisement and promotion of Office Systems Business Products Sold by such
\nAuthorized Dealers.<\/p>\n
SECTION 4.03. Enforcement of Agreements. Office Systems shall take all
\nappropriate measures at Office Systems’ expense promptly and diligently to
\nenforce the terms of any sublicense agreement or other agreement with any
\nSubsidiary, Authorized Manufacturer or Authorized Dealer, or of any existing
\nagreement with any Authorized Manufacturer or Authorized Dealer, and shall
\nrestrain any such Subsidiary, Authorized Manufacturer or Authorized Dealer from
\nviolating such terms, including without limitation (i) monitoring the
\nSubsidiaries’, Authorized Manufacturers’ and Authorized Dealers’ compliance with
\nthe relevant Trademark Usage Guidelines and Quality Standards and causing any
\nnoncomplying Subsidiary or Authorized Dealer promptly to remedy any failure,
\n(ii) terminating such agreement and\/or (iii) commencing legal action, in each
\ncase, using a standard of care consistent with Pitney Bowes’ practices as of the
\nDistribution Date. In the event that Pitney Bowes determines that Office Systems
\nhas failed promptly and diligently to enforce the terms of any such agreement<\/p>\n
12<\/p>\n
using such standard of care, Pitney Bowes reserves the right to enforce such
\nterms, and Office Systems shall reimburse Pitney Bowes for its fully allocated
\ndirect costs and expenses incurred in enforcing such agreement, plus all
\nout-of-pocket costs and expenses.<\/p>\n
ARTICLE 5
\n TRADEMARK USAGE GUIDELINES<\/p>\n
SECTION 5.01. Trademark Usage Guidelines. The Office Systems Group,
\nAuthorized Dealers and Authorized Manufacturers shall use the Licensed Marks
\nonly in a manner that is consistent with the Trademark Usage Guidelines.<\/p>\n
SECTION 5.02. Trademark Reviews. At Pitney Bowes’ request, Office
\nSystems agrees to furnish or make available for inspection to Pitney Bowes
\nsamples of all Office Systems Business Products and Collateral Materials of
\nOffice Systems, its Subsidiaries, Authorized Dealers, and Authorized
\nManufacturers that are marked with one or more of the Licensed Marks (to the
\nextent that Office Systems has the right to obtain such samples). If Office
\nSystems is notified or determines that it or any of its Subsidiaries, Authorized
\nDealers or Authorized Manufacturers is not complying with any Trademark Usage
\nGuidelines, it shall notify Pitney Bowes and the provisions of Article 6 and
\nSection 4.03 shall apply to such noncompliance.<\/p>\n
ARTICLE 6
\n TRADEMARK USAGE GUIDELINE ENFORCEMENT<\/p>\n
SECTION 6.01. Initial Guideline Cure Period. If Pitney Bowes becomes
\naware that Office Systems or any Subsidiary, Authorized Dealer or Authorized
\nManufacturer is not complying with any Trademark Usage Guidelines, Pitney Bowes
\nshall notify Office Systems in writing, setting forth in reasonable detail a
\nwritten description of the noncompliance and any requested action for curing
\nsuch noncompliance. Office Systems shall then have sixty (60) days with regard
\nto noncompliance by Authorized Dealers or Authorized Manufacturers and thirty
\n(30) days with regard to noncompliance by Office Systems or any Subsidiary after
\nreceipt of such notice (“Initial Guideline Cure Period”) to correct such
\nnoncompliance or submit to Pitney Bowes a written plan to correct such
\nnoncompliance which written plan is reasonably acceptable to Pitney Bowes.<\/p>\n
13<\/p>\n
SECTION 6.02. Second Guideline Cure Period. If noncompliance with the
\nTrademark Usage Guidelines continues beyond the Initial Guideline Cure Period,
\nOffice Systems and Pitney Bowes shall each promptly appoint a representative to
\nnegotiate in good faith actions that may be necessary to correct such
\nnoncompliance. The parties shall have thirty (30) days following the expiration
\nof the Initial Guideline Cure Period to agree on corrective actions, and Office
\nSystems shall have thirty (30) days from the date of an agreement of corrective
\nactions, but not more than sixty (60) days following expiration of the Initial
\nGuideline Cure Period, to implement such corrective actions and cure or cause
\nthe cure of such noncompliance (“Second Guideline Cure Period”). In the event
\nthat the parties fail to agree on corrective actions within thirty (30) days
\nfollowing the expiration of the Initial Guideline Cure Period, the appointed
\nrepresentatives of Pitney Bowes and Office Systems shall submit to the Operating
\nCommittee (as defined in the Transition Services Agreement) a description of the
\nnoncompliance. The Operating Committee shall attempt to determine and implement
\ncorrective actions. The Operating Committee, in accordance with the procedures
\nset forth in the Transition Services Agreement, shall attempt to determine and
\nimplement the necessary corrective actions (as determined by it).<\/p>\n
SECTION 6.03. Final Guideline Cure Period. If the noncompliance with
\nthe Trademark Usage Guideline remains uncured, including for failure to agree on
\ncorrective actions after the expiration of the Second Guideline Cure Period,
\nthen at Pitney Bowes’ election, Office Systems, or the noncomplying Subsidiary
\nor Authorized Dealer or Authorized Manufacturer, whichever is applicable,
\npromptly shall cease using the noncomplying Collateral Materials until Pitney
\nBowes determines that Office Systems, or the noncomplying Subsidiary, Authorized
\nDealer or Authorized Manufacturer, whichever is applicable, has demonstrated its
\nability and commitment to comply with the Trademark Usage Guidelines. If, within
\nthirty (30) days following the expiration of the Second Guideline Cure Period,
\nthe noncompliance with the Trademark Usage Guidelines remains uncured for any
\nreason, Pitney Bowes may elect to terminate license of the Licensed Mark giving
\nrise to such noncompliance. Nothing in this Article 6 shall be deemed to limit
\nOffice Systems’ obligations under Section 4.03 above or to preclude Pitney Bowes
\nfrom exercising any rights or remedies under Section 4.03 above.<\/p>\n
14<\/p>\n
ARTICLE 7
\n QUALITY STANDARDS<\/p>\n
SECTION 7.01. General. Office Systems acknowledges that as a condition
\nto the rights and the license granted by this Agreement, the Office Systems
\nBusiness Products permitted by this Agreement to be marked with one or more of
\nthe Licensed Marks must be offered for Sale and marketed in a manner
\nsubstantially similar to that established prior to the Distribution Date and the
\nOffice Systems Business must be operated in a manner at least consistent with
\nthe level of quality and service established prior to the Distribution Date as
\nto provide protection of the Licensed Marks and the goodwill they symbolize, and
\nOffice Systems further acknowledges that the maintenance of the high quality
\nstandards associated with such products is of the essence of this Agreement.<\/p>\n
SECTION 7.02. Quality Standards. The Office Systems Group and its
\nAuthorized Dealers shall use the Licensed Marks only on and in connection with
\nOffice Systems Business Products that meet or exceed in all respects the Quality
\nStandards.<\/p>\n
SECTION 7.03. Quality Control Reviews. At Pitney Bowes’ request, Office
\nSystems agrees to furnish or make available to Pitney Bowes for inspection
\nsample Office Systems Business Products marked with one or more of the Licensed
\nMarks. Pitney Bowes may also independently conduct customer satisfaction surveys
\nto determine if the Office Systems Group and its Authorized Dealers and
\nAuthorized Manufacturers are meeting the Quality Standards. Such surveys shall
\nbe conducted no more than three (3) times during the term of this Agreement and
\nno more than one (1) time in any six (6)-month period; provided that if Office
\nSystems is not meeting the Quality Standards with respect to the Office Systems
\nBusiness Products, or if any survey conducted pursuant to this Agreement
\ndiscloses any Quality Standards problem for any reason, then Pitney Bowes shall
\nhave the option to conduct any additional surveys or take investigative and\/or
\ncorrective action as in its judgment shall be necessary or appropriate to
\nresolve the problem, consistent with the terms of this Agreement, including but
\nnot limited to Article 8. Any such surveys shall be provided to Office Systems
\nby Pitney Bowes for Office Systems’ review and comment at least thirty (30) days
\nprior to Pitney Bowes’ distribution of the surveys to any customer. Office
\nSystems shall not have any approval or other rights in connection with any
\nsurvey. Office Systems shall cooperate with Pitney Bowes fully in the
\ndistribution of such surveys. Pitney Bowes shall, at the request of Office
\nSystems, provide Office Systems with copies of customer surveys used by Pitney
\nBowes to determine if Office Systems is meeting the Quality Standards. If Office
\nSystems is notified or determines that it or any of its Subsidiaries Authorized
\nDealers or Authorized Manufacturers is not complying with any <\/p>\n
15<\/p>\n
Quality Standards, it shall notify Pitney Bowes and the provisions of Article 8
\nand Section 4.03 shall apply to such noncompliance.
\n —-<\/p>\n
SECTION 7.04. Product Discontinuation. If, at any time during or after
\nthe term of this Agreement, Office Systems discontinues the Sale of an Office
\nSystems Business Product that has been marked with one or more of the Licensed
\nMarks, Office Systems shall immediately notify Pitney Bowes in writing of the
\ndiscontinuation, and, if Office Systems uses any such Licensed Mark solely in
\nconnection with such discontinued Office Systems Business Product, then Office
\nSystems shall immediately cease using such Licensed Mark and shall immediately
\nnotify Pitney Bowes in writing of such cessation.<\/p>\n
ARTICLE 8
\n QUALITY STANDARD ENFORCEMENT<\/p>\n
SECTION 8.01. Initial Quality Standard Cure Period. If Pitney Bowes
\nbecomes aware that Office Systems or any Subsidiary or Authorized Dealer
\nsublicensee is not complying with any Quality Standards, Pitney Bowes shall
\nnotify Office Systems in writing, setting forth in reasonable detail a written
\ndescription of the noncompliance and any requested action for curing such
\nnoncompliance. Office Systems shall then have thirty (30) days after receipt of
\nsuch notice (“Initial Quality Standard Cure Period”) to correct such
\nnoncompliance or submit to Pitney Bowes a written plan to correct such
\nnoncompliance which written plan is reasonably acceptable to Pitney Bowes.<\/p>\n
SECTION 8.02. Second Quality Standard Cure Period. If noncompliance
\nwith the Quality Standards continues beyond the Initial Quality Standard Cure
\nPeriod, Office Systems and Pitney Bowes shall each promptly appoint a
\nrepresentative to negotiate in good faith actions that may be necessary to
\ncorrect such noncompliance. The parties shall have thirty (30) days following
\nthe expiration of the Initial Quality Standard Cure Period to agree on
\ncorrective actions, and Office Systems shall have thirty (30) days from the date
\nof an agreement of corrective actions, but not more than sixty (60) days
\nfollowing expiration of the Initial Quality Standard Cure Period, to implement
\nsuch corrective actions and cure or cause the cure of such noncompliance
\n(“Second Quality Standard Cure Period”). In the event that the parties fail to
\nagree on corrective actions within thirty (30) days following the expiration of
\nthe Initial Quality Standard Cure Period, the appointed representatives of
\nPitney Bowes and Office Systems shall submit to the Operating Committee (as
\ndefined in the Transition Services Agreement) a description of the
\nnoncompliance. The Operating Committee, in accordance with the procedures set
\nforth in the <\/p>\n
16<\/p>\n
Transition Services Agreement, shall attempt to determine and implement the
\nnecessary corrective actions (as determined by it).<\/p>\n
SECTION 8.03. Final Quality Standard Cure Period. If the noncompliance
\nwith the Quality Standards remains uncured, including for failure to agree on
\ncorrective actions, after the expiration of the Second Quality Standard Cure
\nPeriod, then at Pitney Bowes’ election, Office Systems, or the noncomplying
\nSubsidiary or Authorized Dealer, whichever is applicable, promptly shall cease
\noffering the noncomplying Office Systems Business Products under the Licensed
\nMarks until Pitney Bowes determines that Office Systems, or the noncomplying
\nSubsidiary or Authorized Dealer, whichever is applicable, has demonstrated its
\nability and commitment to comply with the Quality Standards. If, within thirty
\n(30) days following the expiration of the Second Quality Standard Cure Period,
\nthe noncompliance with the Quality Standards remains uncured for any reason,
\nPitney Bowes may elect to terminate license of the Licensed Mark giving rise to
\nsuch noncompliance (“Final Quality Standard Cure Period”). Nothing in this
\nArticle 8 shall be deemed to limit Office Systems’ obligations under Section
\n4.03 above or to preclude Pitney Bowes from exercising any rights or remedies
\nunder Section 4.03 above.<\/p>\n
ARTICLE 9
\n PROTECTION OF LICENSED MARKS, LICENSED COPYRIGHTS, LICENSED PATENTS
\n AND LICENSED TECHNOLOGY<\/p>\n
SECTION 9.01. Ownership and Rights. To the extent not contrary to
\napplicable law, Office Systems agrees not to challenge the ownership or validity
\nof the Licensed Marks, the Licensed Copyrights, the Licensed Patents or the
\nLicensed Technology or contest the fact that Office Systems’ rights are only
\nthose of a licensee of the Licensed Marks, Licensed Copyrights, Licensed Patents
\nand Licensed Technology. Office Systems shall not disparage, dilute or, to the
\nextent not contrary to applicable law, adversely affect the validity of the
\nLicensed Marks, the Licensed Copyrights, the Licensed Patents or the Licensed
\nTechnology. Office Systems’ use of the Licensed Marks and the goodwill
\nassociated therewith shall inure exclusively to the benefit of Pitney Bowes, and
\nOffice Systems shall not acquire or assert any rights in the Licensed Marks, the
\nLicensed Copyrights, the Licensed Patents or the Licensed Technology. Office
\nSystems recognizes the value of the goodwill associated with the Licensed Marks,
\nand that the Licensed Marks may have acquired secondary meaning in the minds of
\nthe public.<\/p>\n
SECTION 9.02. Protection of Licensed Marks, Licensed Copyrights,
\nLicensed Patents and the Licensed Technology. Office Systems shall assist Pitney
\nBowes, at Pitney <\/p>\n
17<\/p>\n
Bowes’ request and expense, in the procurement and maintenance of Pitney Bowes’
\nintellectual property rights in the Licensed Marks, the Licensed Copyrights,
\nLicensed Patents and the Licensed Technology. Office Systems will not grant or
\nattempt to grant a security interest in the Licensed Marks, the Licensed
\nCopyrights, the Licensed Patents or the Licensed Technology, or to record any
\nsuch security interest in the United States Patent and Trademark Office or
\nelsewhere, against any trademark application or registration belonging to Pitney
\nBowes. Office Systems agrees to, and to cause its Subsidiaries to, execute all
\ndocuments reasonably requested by Pitney Bowes to effect further registration
\nof, maintenance and renewal of the Licensed Marks, the Licensed Copyrights, the
\nLicensed Patents and the Licensed Technology, recordation of the license
\nrelationship between Pitney Bowes and Office Systems, and recordation of Office
\nSystems as a registered user. Pitney Bowes makes no warranty or representation
\nthat trademark or patent registrations have been or will be applied for, secured
\nor maintained in the Licensed Marks, the Licensed Copyrights, the Licensed
\nPatents or the Licensed Technology throughout, or anywhere within, the world.
\nOffice Systems shall cause to appear on all Office Systems Business Products,
\nand all Collateral Materials, such legends, markings and notices as may be
\nrequired by applicable law or reasonably requested by Pitney Bowes.<\/p>\n
SECTION 9.03. Similar Marks, Copyrights and Patents. Office Systems
\nagrees not to use, register or attempt to register in any country any Mark,
\nCopyright or Patent that infringes upon or violates Pitney Bowes’ rights in the
\nLicensed Marks, the Licensed Copyrights, the Licensed Patents or the Licensed
\nTechnology, or any element thereof. If any application for registration is, or
\nhas been, filed in any country by Office Systems which relates to any Mark,
\nCopyright or Patent that infringes upon or violates Pitney Bowes’ rights in the
\nLicensed Marks, the Licensed Copyrights, the Licensed Patents or the Licensed
\nTechnology, Office Systems shall immediately abandon any such application or
\nregistration or assign it to Pitney Bowes. To the extent not contrary to
\napplicable law, Office Systems shall not challenge Pitney Bowes’ ownership of or
\nthe validity of the Licensed Marks, the Licensed Copyrights, the Licensed
\nPatents and the Licensed Technology or any application for registration thereof
\nthroughout the world. Office Systems shall not use, register or attempt to
\nregister in any country any copyright, domain name or any other intellectual
\nproperty right, whether recognized currently or in the future, or other
\ndesignation which would affect the ownership or rights of Pitney Bowes in and to
\nthe Licensed Marks, the Licensed Copyrights, the Licensed Patents and the
\nLicensed Technology, or otherwise to take any action which would adversely
\naffect any of such ownership rights, or assist anyone else in doing so. Office
\nSystems shall cause its Subsidiaries, Authorized Dealers and Authorized
\nManufacturers to comply with the provisions of this Section 9.03.<\/p>\n
18<\/p>\n
SECTION 9.04. Infringement Proceedings. In the event that the Office
\nSystems General Counsel learns of any infringement or violation or threatened
\ninfringement or violation of the Licensed Marks, the Licensed Copyrights, the
\nLicensed Patents or the Licensed Technology, or any unfair competition, passing-
\noff or dilution with respect to the Licensed Marks, the Licensed Copyrights, the
\nLicensed Patents or the Licensed Technology, Office Systems shall notify Pitney
\nBowes or its authorized representative giving particulars thereof, and Office
\nSystems shall provide necessary information and assistance to Pitney Bowes or
\nits authorized representatives at Pitney Bowes’ expense in the event that Pitney
\nBowes decides that proceedings should be commenced. Notwithstanding the
\nforegoing, Office Systems is not obligated to monitor or police use of the
\nLicensed Marks, the Licensed Copyrights, the Licensed Patents and the Licensed
\nTechnology by Third Parties other than as specifically set forth in Section
\n4.03. Pitney Bowes shall have exclusive control of any litigation, opposition,
\ncancellation or related legal proceedings, relating to the use of the Licensed
\nMarks by Third Parties. The decision whether to bring, maintain or settle any
\nsuch proceedings shall be at the exclusive option and expense of Pitney Bowes,
\nand all recoveries shall belong exclusively to Pitney Bowes. Office Systems
\nshall not and shall have no right to initiate any such litigation, opposition,
\ncancellation or related legal proceedings in its own name, but, at Pitney Bowes’
\nrequest, agrees to be joined as a party in any action taken by Pitney Bowes to
\nenforce its rights in the Licensed Marks, the Licensed Copyrights, the Licensed
\nPatents or the Licensed Technology. Pitney Bowes shall incur no liability to
\nOffice Systems or any other Person under any legal theory by reason of Pitney
\nBowes’ failure or refusal to prosecute or by Pitney Bowes’ refusal to permit
\nOffice Systems to prosecute, any alleged infringement or violation by Third
\nParties, nor by reason of any settlement to which Pitney Bowes may agree. In the
\nevent that Pitney Bowes requests that Office Systems be joined as a party in any
\naction taken by Pitney Bowes to enforce its rights in the Licensed Marks, the
\nLicensed Copyrights, the Licensed Patents or the Licensed Technology, Pitney
\nBowes shall provide outside counsel and pay Office Systems’ expenses related to
\nany such action; provided that Office Systems shall be responsible for the fees
\nof any separate outside legal counsel or other attorneys’ fees or other
\nexpenses.<\/p>\n
ARTICLE 10
\n CONFIDENTIALITY<\/p>\n
SECTION 10.01. General. For the term of this Agreement and for five
\nyears after the termination or expiration of this Agreement, each party shall
\nretain the other party’s Confidential Information in the strictest confidence
\n(on a need to know basis) and shall not disclose such Confidential Information
\nto any Person <\/p>\n
19<\/p>\n
without the other party’s express written consent, other than on a need-to-know
\nbasis to an employee, agent or professional advisor of the receiving party or an
\nAffiliate thereof. Notwithstanding anything to the contrary in this Agreement,
\nthe obligation to maintain the confidentiality of Confidential Information shall
\nnot apply to the extent that the receiving party is required to disclose such
\nConfidential Information pursuant to Law or legally enforceable order of a court
\nor judicial body; provided that the receiving party provides notice to the
\ndisclosing party to enable the disclosing party to seek a protective order or an
\ninjunction.<\/p>\n
ARTICLE 11
\n INDEMNIFICATION<\/p>\n
SECTION 11.01. Office Systems Indemnification of Pitney Bowes. Office
\nSystems shall indemnify, defend and hold harmless Pitney Bowes and the
\nrespective directors, officers and Affiliates of Pitney Bowes and its
\nSubsidiaries (the “Pitney Bowes Indemnitees”) from and against any and all
\nLosses incurred or suffered by any of the Pitney Bowes Indemnities arising out
\nof the use of any Licensed Mark, Licensed Copyright, Licensed Patent or Licensed
\nTechnology by Office Systems or any of its Subsidiaries, Authorized Dealers or
\nits customers or Authorized Manufacturers or its customers.<\/p>\n
SECTION 11.02. Insurance; Third Party Obligations; Tax Benefits. Any
\nindemnification pursuant to Section 11.01 shall be paid net of the amount of any
\ninsurance or other amounts that would be payable by any Third Party to the
\nIndemnified Party (as defined below) in the absence of this Agreement
\n(irrespective of time of receipt of such insurance or other amounts) and net of
\nany tax benefit to the Indemnified Party attributable to the relevant payment or
\nLiability. Such indemnification shall be increased to reflect any tax liability
\nof the Indemnified Party so that the Indemnified Party receives 100% of the
\nafter-tax amount of any payment or liability. It is expressly agreed that no
\ninsurer or any other Third Party shall be (i) entitled to a benefit it would not
\nbe entitled to receive in the absence of the foregoing indemnification
\nprovisions, (ii) relieved of the responsibility to pay any claims to which it is
\nobligated or (iii) entitled to any subrogation rights with respect to any
\nobligation hereunder.<\/p>\n
SECTION 11.03. Notice and Payment of Claims. If any Pitney Bowes
\nIndemnitee (the “Indemnified Party”) determines that it is or may be entitled to
\nindemnification by any party (the “Indemnifying Party”) under Article 11 (other
\nthan in connection with any Action subject to Section 11.04), the Indemnified
\nParty shall deliver to the Indemnifying Party a written notice specifying, to
\nthe <\/p>\n
20<\/p>\n
extent reasonably practicable, the basis for its claim for indemnification and
\nthe amount for which the Indemnified Party reasonably believes it is entitled to
\nbe indemnified. If the Indemnifying Party has not responded within thirty (30)
\ndays after receipt of such notice, the Indemnified Party shall deliver a second
\nnotice to the within ten (10) days of the expiration of the original thirty
\n(30)-day period. Within thirty (30) days after receipt of any second notice, the
\nIndemnifying Party shall pay the Indemnified Party such amount in cash or other
\nimmediately available funds unless the Indemnifying Party objects to the claim
\nfor indemnification or the amount thereof. If the Indemnifying Party does not
\ngive the Indemnified Party written notice objecting to such indemnity claim and
\nsetting forth the grounds therefor within such thirty (30)-day period, the
\nIndemnified Party shall give the Indemnifying Party an additional notice of its
\nclaim for indemnification and if the Indemnifying Party does not give the
\nIndemnified Party written notice objecting to such claim within ten (10) days
\nafter receipt of such notice the Indemnifying Party shall be deemed to have
\nacknowledged its liability for such claim and the Indemnified Party may exercise
\nany and all of its rights under applicable law to collect such amount. In the
\nevent of such a timely objection by the Indemnifying Party, the amount, if any,
\nthat is Finally Determined to be required to be paid by the Indemnifying Party
\nin respect of such indemnity claim shall be paid by the Indemnifying Party to
\nthe Indemnified Party in cash within fifteen (15) days after such indemnity
\nclaim has been so Finally Determined.<\/p>\n
SECTION 11.04. Notice and Defense of Third-Party Claims. Promptly
\nfollowing the earlier of (i) receipt of notice of the commencement by a third
\nparty of any Action against or otherwise involving any Indemnified Party or (ii)
\nreceipt of information from a third party alleging the existence of a claim
\nagainst an Indemnified Party, in either case, with respect to which
\nindemnification may be sought pursuant to this Agreement (a “Third-Party
\nClaim”), the Indemnified Party shall give the Indemnifying Party written notice
\nthereof. The failure of the Indemnified Party to give notice as provided in this
\nArticle 11 shall not relieve the Indemnifying Party of its obligations under
\nthis Agreement, except to the extent that the Indemnifying Party is prejudiced
\nby such failure to give notice. Within thirty (30) days after receipt of such
\nnotice, the Indemnifying Party may (i) by giving written notice thereof to the
\nIndemnified Party, acknowledge liability for such indemnification claim and at
\nits option elect to assume the defense of such Third-Party Claim at its sole
\ncost and expense or (ii) object to the claim for indemnification set forth in
\nthe notice delivered by the Indemnified Party pursuant to the first sentence of
\nthis Section 11.04; provided that if the Indemnifying Party does not within such
\nthirty (30)-day period give the Indemnified Party written notice objecting to
\nsuch indemnification claim and setting forth the grounds therefor, the
\nIndemnified Party shall give the Indemnifying Party an additional notice of its
\nclaim for indemnification and if the Indemnifying Party does not give the
\nIndemnified Party written notice objecting to such claim within ten (10) days<\/p>\n
21<\/p>\n
after receipt of such notice the Indemnifying Party shall be deemed to have
\nacknowledged its liability for such indemnification claim. If the Indemnifying
\nParty has elected to assume the defense of a Third-Party Claim, (x) the defense
\nshall be conducted by counsel retained by the Indemnifying Party and reasonably
\nsatisfactory to the Indemnified Party, provided that the Indemnified Party shall
\nhave the right to participate in such proceedings and to be represented by
\ncounsel of its own choosing at the Indemnified Party’s sole cost and expense;
\nand (y) the Indemnifying Party may settle or compromise the Third Party Claim
\nwithout the prior written consent of the Indemnified Party so long as such
\nsettlement includes an unconditional release of the Indemnified Party from all
\nclaims that are the subject of such Third Party Claim, provided that the
\nIndemnifying Party may not agree to any such settlement pursuant to which any
\nremedy or relief, other than monetary damages for which the Indemnifying Party
\nshall be responsible hereunder, shall be applied to or against the Indemnified
\nParty, without the prior written consent of the Indemnified Party, which consent
\nshall not be unreasonably withheld. If the Indemnifying Party does not assume
\nthe defense of a Third-Party Claim for which it has acknowledged liability for
\nindemnification hereunder, the Indemnified Party may require the Indemnifying
\nParty to reimburse it on a current basis for its reasonable expenses of
\ninvestigation, reasonable attorneys’ fees and reasonable out-of-pocket expenses
\nincurred in defending against such Third-Party Claim and the Indemnifying Party
\nshall be bound by the result obtained with respect thereto by the Indemnified
\nParty; provided that the Indemnifying Party shall not be liable for any
\nsettlement effected without its consent, which consent shall not be unreasonably
\nwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the
\namount, if any, for which the Indemnified Party is entitled to be indemnified
\nhereunder within fifteen (15) days after such Third Party Claim has been Finally
\nDetermined, in the case of an indemnity claim as to which the Indemnifying Party
\nhas acknowledged liability or, in the case of any indemnity claim as to which
\nthe Indemnifying Party has not acknowledged liability, within fifteen (15) days
\nafter such Indemnifying Party’s objection to liability hereunder has been
\nFinally Determined.<\/p>\n
SECTION 11.05. Contribution. If for any reason the indemnification
\nprovided for in Section 11.01 is unavailable to any Indemnified Party, or
\ninsufficient to hold it harmless, then the Indemnifying Party shall contribute
\nto the amount paid or payable by such Indemnified Party as a result of such
\nLosses in such proportion as is appropriate to reflect all relevant equitable
\nconsiderations.<\/p>\n
SECTION 11.06. Non-Exclusivity of Remedies. The remedies provided for
\nin this Article 11 are not exclusive and shall not limit any rights or remedies
\nwhich may otherwise be available to any Indemnified Party at law or in equity.<\/p>\n
22<\/p>\n
ARTICLE 12
\n TERM AND TERMINATION<\/p>\n
SECTION 12.01. Term. Office Systems’ right to use the Licensed Marks
\nshall remain in effect for a period of two (2) years from the Distribution Date
\nunless earlier terminated as provided below. Office Systems’ rights in the
\nLicensed Patents and Licensed Copyrights shall remain in effect for the term of
\nthe associated Patent or Copyright. Office Systems’ rights in the Licensed
\nTechnology shall remain in effect indefinitely, subject to the terms and
\nconditions of this Agreement.<\/p>\n
SECTION 12.02. Voluntary Termination. By written notice to Pitney
\nBowes, Office Systems may voluntarily terminate all or a specified portion of
\nthe licenses and rights granted to it hereunder by Pitney Bowes. Such notice
\nshall specify the effective date of such termination and shall clearly specify
\nany affected Licensed Marks, Licensed Patents or Licensed Technology or Office
\nSystems Business Products.<\/p>\n
SECTION 12.03. Survival. Any termination of licenses and rights of
\nOffice Systems under Section 12.02 shall not affect Office Systems’ licenses and
\n —–
\nrights with respect to any Office Systems Business Products made or sold prior
\nto such termination.<\/p>\n
SECTION 12.04. Other Termination. (a) Pitney Bowes shall have the
\noption to terminate Office Systems’ use of the Licensed Marks in the event that
\nOffice Systems materially defaults on its obligations under any of the Ancillary
\nAgreements and, following written notice from Pitney Bowes, does not cure such
\ndefault within sixty (60) days of receipt of such notice.<\/p>\n
(b) Pitney Bowes shall have the option to terminate Office Systems’ use
\nof the Licensed Marks in the event that Office Systems becomes bankrupt or
\ninsolvent, or experiences a Change of Control.<\/p>\n
(c) Office Systems’ right to use the Licensed Marks shall automatically
\nterminate in the event that either party terminates, in accordance with the
\nprovisions of Section 8.12 of the Distribution Agreement, the provision of the
\nnon-compete covenant set forth in Section 7.02 therein. Pitney Bowes shall have
\n —-
\nthe option to terminate Office Systems’ right to use the Licensed Marks if the
\nDistribution Agreement is terminated for any reason.<\/p>\n
23<\/p>\n
ARTICLE 13
\n LIMITATION OF LIABILITY<\/p>\n
IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES BE LIABLE TO THE
\nOTHER PARTY OR ITS SUBSIDIARIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT,
\nINCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, HOWEVER
\nCAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY
\nOUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
\nPOSSIBILITY OF SUCH DAMAGES.<\/p>\n
ARTICLE 14
\n MISCELLANEOUS PROVISIONS<\/p>\n
SECTION 14.01. Disclaimer. Each party acknowledges and agrees that all
\nLicensed Marks, Licensed Copyrights, Licensed Patents and the Licensed
\nTechnology and any other information or materials licensed or provided hereunder
\nare licensed or provided on an “as is” basis and that neither party nor any of
\nits Subsidiaries makes any representations or extends any warranties whatsoever,
\nexpress, implied or statutory, with respect thereto including without limitation
\nany implied warranties of title, enforceability or non-infringement. Without
\nlimiting the generality of the foregoing, neither Pitney Bowes nor any of its
\nSubsidiaries makes any warranty or representation as to the validity of any
\nMark, Patent or Copyright licensed by it to Office Systems or any warranty or
\nrepresentation that any use of any Mark, Patent or Copyright with respect to any
\nproduct or service will be free from infringement or violation of any rights of
\nany Third Party.<\/p>\n
SECTION 14.02. Other Agreements. In the event there is any
\ninconsistency between the provisions of this Agreement, on the one hand, and the
\nprovisions of the Distribution Agreement, on the other hand, the provisions of
\nthe Distribution Agreement shall govern.<\/p>\n
SECTION 14.03. No Implied Licenses. Nothing contained in this Agreement
\nshall be construed as conferring any rights by implication, estoppel or
\notherwise, under any intellectual property right, other than the rights
\nexpressly granted in this Agreement with respect to the Licensed Marks, the
\nLicensed Copyrights, the Licensed Patents and the Licensed Technology. Neither
\nparty is required hereunder to furnish or disclose to the other any information
\n(including <\/p>\n
24<\/p>\n
copies of registrations of the Licensed Marks and Licensed Patents), except as
\nspecifically provided herein.<\/p>\n
SECTION 14.04. Further Assurances and Consents. In addition to the
\nactions specifically provided for elsewhere in this Agreement, each of the
\nparties hereto shall use its reasonable best efforts to take, or cause to be
\ntaken, all actions, and to do, or cause to be done, all things, reasonably
\nnecessary, proper or advisable under applicable laws, regulations and agreements
\nor otherwise to consummate and make effective the transactions contemplated by
\nthis Agreement, including but not limited to using its reasonable best efforts
\nto obtain any consents and approvals and to make any filings and applications
\nnecessary or desirable in order to consummate the transactions contemplated by
\nthis Agreement; provided that no party hereto shall be obligated to pay any
\nconsideration therefor (except for filing fees and other similar charges) to any
\nThird Party from whom such consents or approvals are requested or to take any
\naction or omit to take any action if the taking of or omission to take such
\naction would be unreasonably burdensome to the party, its Group or its Group’s
\nbusiness.<\/p>\n
SECTION 14.05. Infringement Suits. Except as set forth in Section 4.03,
\n(i) neither party shall have any obligation hereunder to institute any action or
\nsuit against Third Parties for infringement or violation of any of the Licensed
\nMarks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology
\nor to defend any action or suit brought by a Third Party which challenges or
\nconcerns the validity of any of the Licensed Marks, the Licensed Copyrights, the
\nLicensed Patents or the Licensed Technology and (ii) Office Systems shall not
\nhave any right to institute any action or suit against Third Parties for
\ninfringement or violation of any of the Licensed Marks, the Licensed Copyrights,
\nthe Licensed Patents or the Licensed Technology.<\/p>\n
SECTION 14.06. No Other Obligations. Neither party assumes any
\nresponsibilities or obligations whatsoever, other than the responsibilities and
\nobligations expressly set forth in this Agreement or a separate written
\nagreement. Without limiting the generality of the foregoing, neither party, nor
\nany of its Subsidiaries, is obligated to (i) file any application for
\nregistration of any Mark, any Patent or any Copyright, or to secure any rights
\nin any Marks, any Patents or any Copyrights, (ii) to maintain any Mark or any
\nPatent registration, or (iii) provide any assistance, except for the obligations
\nexpressly assumed in this Agreement.<\/p>\n
SECTION 14.07. Force Majeure. (a) For purposes of this Section, “force
\nmajeure” means an event beyond the control of either party, which by its nature
\ncould not have been foreseen by such party, or, if it could have been foreseen,
\nwas unavoidable, and includes without limitation, acts of God, storms, floods,
\nriots, <\/p>\n
25<\/p>\n
fires, sabotage, civil commotion or civil unrest, interference by civil
\nor military authorities, acts of war (declared or undeclared) and failure of
\nenergy sources.<\/p>\n
(b) Without limiting the generality of Article 13 herein, neither party
\nshall be under any liability for failure to fulfill any obligation under this
\nAgreement, so long as and to the extent to which the fulfillment of such
\nobligation is prevented, frustrated, hindered, or delayed as a consequence of
\ncircumstances of force majeure; provided that such party shall have exercised
\nall due diligence to minimize to the greatest extent possible the effect of
\nforce majeure on its obligations hereunder.<\/p>\n
(c) Promptly on becoming aware of force majeure causing a delay in
\nperformance or preventing performance of any obligations imposed by this
\nAgreement (and termination of such delay), the party affected shall give written
\nnotice to the other party giving details of the same, including particulars of
\nthe actual and, if applicable, estimated continuing effects of such force
\nmajeure on the obligations of the party whose performance is prevented or
\ndelayed. If such notice shall have been duly given, the actual delay resulting
\nfrom such force majeure shall be deemed not to be a breach of this Agreement,
\nand the period for performance of the obligation to which it relates shall be
\nextended accordingly; provided that if force majeure results in the performance
\nof a party being delayed by more than one hundred eighty (180) days, the other
\nparty shall have the right to terminate this Agreement with respect to any
\nprovision affected by such delay forthwith by written notice.<\/p>\n
SECTION 14.08. Entire Agreement. This Agreement, the Distribution
\nAgreement and the other Ancillary Agreements and the Exhibits and Schedules
\nreferenced or attached hereto and thereto constitute the entire agreement
\nbetween the parties with respect to the subject matter hereof and thereof and
\nshall supersede all prior written and oral and all contemporaneous oral
\nagreements and understandings with respect to the subject matter hereof and
\nthereof. To the extent there is a conflict between this Agreement and the
\nDistribution Agreement between the parties, the terms of this Agreement shall
\ngovern.<\/p>\n
SECTION 14.09. Governing Law. This Agreement shall be governed in
\naccordance with the laws of the State of New York without regard to New York
\nchoice of law provisions. Each of Pitney Bowes and Office Systems hereby submits
\nto the non-exclusive jurisdiction of the United States District Court for the
\nSouthern District of New York and of any New York State court sitting in New
\nYork City for purposes of all legal proceedings arising out of or relating to
\nthis Agreement.<\/p>\n
26<\/p>\n
SECTION 14.10. Waiver of Jury Trial. Pitney Bowes and Office Systems
\nhereby irrevocably waive any and all right to trial by jury in any legal
\nproceeding arising out of or relating to this Agreement and to the fullest
\nextent permitted by law waive any rights that they may have to claim or to
\nreceive consequential or special damages in connection with any legal proceeding
\narising out of or relating to this Agreement.<\/p>\n
SECTION 14.11. Notices. Notices, offers, requests or other
\ncommunications required or permitted to be given by either party pursuant to the
\nterms of this Agreement shall be given in writing to the respective parties to
\nthe following addresses:<\/p>\n
if to Pitney Bowes:
\n Pitney Bowes Inc.
\n 1 Elmcroft Drive
\n Stamford, CT 06926-0700
\n Telecopy: (203) 351-7984
\n Attention: Sara Moss
\n Title: Vice President and General Counsel<\/p>\n
with a copy to:
\n Pitney Bowes Inc.
\n 35 Waterview Drive
\n Mail Stop Code 26-22
\n Shelton, CT 06484-8000
\n Telecopy: (203) 924-3028
\n Attention: Michael E. Melton
\n Title: Deputy General Counsel, Intellectual
\n Property and Technology Law<\/p>\n
with a copy to:
\n Davis Polk & Wardwell
\n 450 Lexington Avenue
\n New York, New York 10017
\n Telecopy: (212) 450-4800
\n Attention: Sarah J. Beshar<\/p>\n
if to Office Systems:
\n Pitney Bowes Office Systems, Inc.
\n 100 Oakview Drive
\n Trumbull, CT 06611
\n Telecopy: (203) 365-7497
\n Attention: Chief Financial Officer<\/p>\n
27<\/p>\n
with a copy to:
\n Pitney Bowes Office Systems, Inc.
\n 100 Oakview Drive
\n Trumbull, CT 06611
\n Telecopy: (203) 365-2353
\n Attention: General Counsel<\/p>\n
or to such other address as the party to whom notice is given may have
\npreviously furnished to the other in writing as provided herein. Any notice
\ninvolving non- performance, termination, or renewal shall be sent by hand
\ndelivery, recognized overnight courier or, within the United States, may also be
\nsent via certified mail, return receipt requested. All other notices may also be
\nsent by fax, confirmed by first class mail. All notices shall be deemed to have
\nbeen given and received on the earlier of actual delivery or three (3) days from
\nthe date of postmark.<\/p>\n
SECTION 14.12. Nonassignability. Neither party may, directly or
\nindirectly, in whole or in part, whether by operation of law or otherwise,
\nassign or transfer this Agreement, without the other party’s prior written
\nconsent, and any attempted assignment, transfer or delegation without such prior
\nwritten consent shall be voidable at the sole option of such other party.
\nNotwithstanding the foregoing, each party (or its permitted successive assignees
\nor transferees hereunder) may assign or transfer this Agreement as a whole
\nwithout consent to a Person that succeeds to all or substantially all of the
\nbusiness or assets of such party as long as such Person agrees to accept all the
\nterms and conditions set forth herein. Without limiting the foregoing, this
\nAgreement will be binding upon and inure to the benefit of the parties and their
\npermitted successors and assigns.<\/p>\n
SECTION 14.13. Severability. If any term or other provision of this
\nAgreement is determined by a court, administrative agency or arbitrator to be
\ninvalid, illegal or incapable of being enforced by any rule of law or public
\npolicy, all other conditions and provisions of this Agreement shall nevertheless
\nremain in full force and effect so long as the economic or legal substance of
\nthe transactions contemplated hereby is not affected in any manner materially
\nadverse to either party. Upon such determination that any term or other
\nprovision is invalid, illegal or incapable of being enforced, the parties hereto
\nshall negotiate in good faith to modify this Agreement so as to effect the
\noriginal intent of the parties as closely as possible in an acceptable manner to
\nthe end that the transactions contemplated hereby are fulfilled to the fullest
\nextent possible.<\/p>\n
SECTION 14.14. Failure or Indulgence Not Waiver; Remedies Cumulative.
\nNo failure or delay on the part of either party hereto in the exercise of any
\nright hereunder shall impair such right or be construed to be a waiver of, or
\nacquiescence in, any breach of any representation, warranty or agreement herein,<\/p>\n
28<\/p>\n
nor shall any single or partial exercise of any such right preclude other or
\nfurther exercise thereof or of any other right. All rights and remedies existing
\nunder this Agreement are cumulative to, and not exclusive of, any rights or
\nremedies otherwise available.<\/p>\n
SECTION 14.15. Amendment. No change or amendment will be made to
\nthis Agreement except by an instrument in writing signed on behalf of each of
\nthe parties to such agreement.<\/p>\n
SECTION 14.16. Counterparts. This Agreement, including the Ancillary
\nAgreements and the Exhibits and Schedules hereto and thereto and the other
\ndocuments referred to herein or therein, may be executed in counterparts, each
\nof which shall be deemed to be an original, but all of which shall constitute
\none and the same agreement.<\/p>\n
29<\/p>\n
WHEREFORE, the parties have signed this Intellectual Property Agreement
\neffective as of the date first set forth above.<\/p>\n
PITNEY BOWES INC.<\/p>\n
———————————–
\n By:
\n Name:
\n Title:<\/p>\n
PITNEY BOWES OFFICE SYSTEMS,
\n INC.<\/p>\n
———————————–
\n By:
\n Name:
\n Title:<\/p>\n
30<\/p>\n
Schedule A-1<\/p>\n
ASSIGNED MARKS
\n ————–<\/p>\n
Schedule A-1<\/p>\n
ASSIGNED MARKS
\n ————–<\/p>\n
REGISTERED MARKS
\n—————-<\/p>\n
——————————————————————————–
\n MARK REG. NO. REG. DATE
\n——————————————————————————–
\nCOPYKEY 1,295,839 September 18, 1994
\n——————————————————————————–
\nFAXKEY 1,353,807 August 13, 1985
\n——————————————————————————–
\nPRINTPOWDER 1,248,021 August 16, 1983
\n——————————————————————————–
\nSMART TOUCH 2,063,827 May 20, 1997
\n——————————————————————————–
\nTOTAL PACKAGE 1,528,571 March 7, 1989
\n——————————————————————————–<\/p>\n
UNREGISTERED MARKS
\n——————<\/p>\n
CONNEX
\nCONNEX LITE
\nDIGI-SERVE
\nDIGITAL LIGHT ARRAY
\nDIGITAL SMART IMAGE DESIGN
\nDL SERIES
\nDL520 PUBLISHER
\nDOCUFINISH
\nDOCUMASTER
\nESCAN
\nFASTTRACK
\nFAX CONNEX
\nFAX DIRECTOR IP
\nFYI-FOR YOUR IMAGE
\nPRO DOCUMENT SERIES\/PRODOC 110
\nRIP-MASTER
\nSCANCONNEX
\nSMART COLOR COLOR SMART
\nSMART IMAGE PUBLISHER
\nSMART IMAGE SERVER
\nSMART IMAGER
\nSMART IMAGER RIP
\nSMART RIP
\nSMART RUN<\/p>\n
SMART SIZE
\nSMART TRACK
\nSMARTFINISH
\nTEAM PRINT
\nUNIVERSAL ACCESS
\nVALUE ADDED MAINTENANCE
\nVIRTUAL DOCUMENT FACTORY
\nWEB CONNEX<\/p>\n
Schedule A-1 (continued)
\n ————————<\/p>\n
CERTAIN INFORMATION RELATING TO PRIOR GRANTS
\n ——————————————–
\n (per Section 2.02)<\/p>\n
None.<\/p>\n
Schedule A-2
\n ————<\/p>\n
LICENSED MARKS
\n ————–<\/p>\n
Pitney Bowes<\/p>\n
(Pitney Bowes name)<\/p>\n
[GRAPHIC]<\/p>\n
(Pitney Bowes Symbol)<\/p>\n
[LOGO OF PITNEY BOWES]<\/p>\n
(Pitney Bowes Signature)<\/p>\n
Schedule B
\n ———-<\/p>\n
LICENSED PATENTS
\n —————-<\/p>\n
\n\n———————————————————————————————————————————–
\n APPLICATIONS
\n———————————————————————————————————————————–
\n CASE APPLN PATENT ISSUE
\n COUNTRY NUMBER TITLE STATUS NUMBER FILING DATE NUMBER DATE
\n———————————————————————————————————————————–
\n
\n US C-593 METHOD FOR FOLING AND SEALING SHEETS Granted 423,156 Oct. 18, 1989 RE 34338 8\/10\/93
\n———————————————————————————————————————————–<\/p>\n———————————————————————————————————————————–
\n US C-610 MULTIPURPOSE COMPUTER ACCESSORY FOR
\n FACILITATING FACSIMILE COMMUNICATION Granted 459,057 Dec. 29, 1989 5,091,790 2\/25\/92
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US C-724 DEVICE FOR FOLDING AND SEALING SHEETS Granted 677,013 Mar. 28, 1991 RE 34288 6\/22\/93
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US E-473 APPARATUS AND METHOD FOR SELECTIVE
\n ARCHIVING OF FACSIMILE MESSAGES Granted 576,665 Dec. 21, 1995 5,701,183 12\/23\/97
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US E-940 METHOD AND APPARATUS FOR PREVENTING
\n THE UNAUTHORIZED USE OF A RETAINING
\n CARTRIDGE Amended 456,625 Dec. 8, 1999
\n———————————————————————————————————————————–
\n WO E-940 METHOD AND APPARATUS FOR PREVENTING
\n THE UNAUTHORIZED USE OF A RETAINING
\n CARTRIDGE Pending 33,354 Dec. 8, 2000
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US E-942 METHOD AND SYSTEM FOR MAXIMIZING
\n USE OF A COMMUNICATION LINE Pending 469,031 Dec. 21, 1999
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n CA B-533 TEMPERATURE SELF REGULATING FUSER Granted 351,063 May 1, 1980 1,185,312 04\/9\/85
\n———————————————————————————————————————————–<\/p>\n
<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
\n\n———————————————————————————————————————————–
\n APPLICATIONS
\n———————————————————————————————————————————–
\n CASE APPLN PATENT ISSUE
\n COUNTRY NUMBER TITLE STATUS NUMBER FILING DATE NUMBER DATE
\n———————————————————————————————————————————–
\n
\n FR B-538 DOCUMENT COPIER Registered 77,962 Oct. 23, 1979 182,733 9\/22\/80
\n———————————————————————————————————————————–<\/p>\n———————————————————————————————————————————–
\n CA B-626 CHARGE ROLLER SYSTEM FOR AN
\n ELECTROPHOTOGRAPHIC COPIER Granted 383,870 Aug. 14, 1981 1,194,535 10\/1\/85
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n CA B-764 GROUNDING DEVICE FOR MOVING
\n PHOTOCONDUCTOR WEB Granted 415,292 Nov. 10, 1982 1,194,919 10\/8\/85
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US B-789 CORRECTION OF IMAGING IMPERFECTIONS Granted 408,963 Aug. 17, 1982 4,491,963 1\/1\/85
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US E-771 UNIVERSAL ACCESS PHOTOCOPIER Granted 188,273 Nov. 9, 1998 6,243,682 6\/5\/01
\n———————————————————————————————————————————–<\/p>\n
———————————————————————————————————————————–
\n US F-201 MAILING SYSTEMS Pending 09\/851074 May 8, 2001
\n———————————————————————————————————————————–
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
Schedule C
\n ———-<\/p>\n
EXCEPTIONS TO LICENSE RESTRICTIONS
\n ———————————-<\/p>\n
None.<\/p>\n
Schedule D
\n ———-<\/p>\n
QUALITY STANDARDS AND TRADEMARK USAGE GUIDELINES
\n ————————————————<\/p>\n
Pitney Bowes document “Pitney Bowes Identity System” as amended and
\nupdated from time to time is hereby incorporated by reference into this
\nAgreement Schedule D.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9613,9616],"class_list":["post-42357","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_companies-pitney-bowes-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42357","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42357"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42357"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42357"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42357"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}