{"id":42358,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/intellectual-property-agreement-pitney-bowes-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"intellectual-property-agreement-pitney-bowes-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/intellectual-property-agreement-pitney-bowes-inc-and.html","title":{"rendered":"Intellectual Property Agreement &#8211; Pitney Bowes Inc. and Imagistics International Inc."},"content":{"rendered":"<pre>                         INTELLECTUAL PROPERTY AGREEMENT\n\n                                     between\n\n                                Pitney Bowes Inc.\n\n                                       and\n\n                          Imagistics International Inc.\n\n                          Dated as of November 1, 2001\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                                                            PAGE\n                                    ARTICLE 1\n                                   DEFINITIONS\n\n                                    ARTICLE 2\n                                   ASSIGNMENT\n\nSection 2.01.  Grant of Assignment............................................6\nSection 2.02.  Prior Grants and Assumption of Liability.......................6\nSection 2.03.  Assignment Disclaimer..........................................7\n\n                                    ARTICLE 3\n                             LICENSES AND TRANSFERS\n\nSection 3.01.  License Grant..................................................7\nSection 3.02.  License Restrictions...........................................8\nSection 3.03.  Licensee Undertakings..........................................8\nSection 3.04.  Non-Trademark Use..............................................9\nSection 3.05.  Reservation of Rights..........................................9\nSection 3.06.  Title to Patents..............................................10\n\n                                    ARTICLE 4\n                              PERMITTED SUBLICENSES\n\nSection 4.01.  Sublicenses to Subsidiaries and to Authorized\n                Manufacturers................................................10\nSection 4.02.  Authorized Dealers' Use of Marks..............................11\nSection 4.03.  Enforcement of Agreements.....................................11\n\n                                    ARTICLE 5\n                           TRADEMARK USAGE GUIDELINES\n\nSection 5.01.  Trademark Usage Guidelines....................................12\nSection 5.02.  Trademark Reviews.............................................12\n\n                                    ARTICLE 6\n                      TRADEMARK USAGE GUIDELINE ENFORCEMENT\n\nSection 6.01.  Initial Guideline Cure Period.................................12\nSection 6.02.  Second Guideline Cure Period..................................13\nSection 6.03.  Final Guideline Cure Period...................................13\n\n\n\n\n\n                                                                            PAGE\n\n                                    ARTICLE 7\n                                QUALITY STANDARDS\n\nSection 7.01.  General.......................................................14\nSection 7.02.  Quality Standards.............................................14\nSection 7.03.  Quality Control Reviews.......................................14\nSection 7.04.  Product Discontinuation.......................................15\n\n                                    ARTICLE 8\n                          QUALITY STANDARD ENFORCEMENT\n\nSection 8.01.  Initial Quality Standard Cure Period..........................15\nSection 8.02.  Second Quality Standard Cure Period...........................15\nSection 8.03.  Final Quality Standard Cure Period............................15\n\n                                    ARTICLE 9\n                    PROTECTION OF LICENSED MARKS, LICENSED COPYRIGHTS,\n                    LICENSED PATENTS AND LICENSED TECHNOLOGY\n\nSection 9.01.  Ownership and Rights..........................................16\nSection 9.02.  Protection of Licensed Marks, Licensed Copyrights,\n                Licensed Patents and the Licensed Technology.................16\nSection 9.03.  Similar Marks, Copyrights and Patents.........................17\nSection 9.04.  Infringement Proceedings......................................17\n\n                                   ARTICLE 10\n                                 CONFIDENTIALITY\n\nSection 10.01.  General......................................................18\n\n                                   ARTICLE 11\n                                 INDEMNIFICATION\n\nSection 11.01.  Imagistics Indemnification of Pitney Bowes...................19\nSection 11.02.  Insurance; Third Party Obligations; Tax Benefits.............19\nSection 11.03.  Notice and Payment of Claims.................................19\nSection 11.04.  Notice and Defense of Third-Party Claims.....................20\nSection 11.05.  Contribution.................................................21\nSection 11.06.  Non-Exclusivity of Remedies..................................21\n\n                                   ARTICLE 12\n                              TERM AND TERMINATION\n\nSection 12.01.  Term.........................................................21\nSection 12.02.  Voluntary Termination........................................21\nSection 12.03.  Survival.....................................................22\n\n\n                                       ii\n\n\n                                                                            PAGE\n\nSection 12.04.  Other Termination............................................22\n\n                                   ARTICLE 13\n                             LIMITATION OF LIABILITY\n\n\n                                   ARTICLE 14\n                            MISCELLANEOUS PROVISIONS\n\nSection 14.01.  Disclaimer...................................................22\nSection 14.02.  Other Agreements.............................................23\nSection 14.03.  No Implied Licenses..........................................23\nSection 14.04.  Further Assurances and Consents..............................23\nSection 14.05.  Infringement Suits...........................................23\nSection 14.06.  No Other Obligations.........................................24\nSection 14.07.  Force Majeure................................................24\nSection 14.08.  Entire Agreement.............................................24\nSection 14.09.  Governing Law................................................25\nSection 14.10.  Waiver of Jury Trial.........................................25\nSection 14.11.  Notices......................................................25\nSection 14.12.  Nonassignability.............................................26\nSection 14.13.  Severability.................................................26\nSection 14.14.  Failure or Indulgence Not Waiver; Remedies Cumulative........27\nSection 14.15.  Amendment....................................................27\nSection 14.16.  Counterparts.................................................27\n\n\n                                      iii\n\n\n\nSchedule 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\n\n\n                                       iv\n\n\n     This Intellectual Property Agreement (the \"Agreement\") is between Pitney\nBowes Inc., a Delaware corporation (\"Pitney Bowes\"), and Imagistics\nInternational Inc., a Delaware corporation (\"Imagistics\").\n\n     WHEREAS, the Board of Directors of Pitney Bowes has determined that it is\nin the best interests of Pitney Bowes and its stockholders to spin-off the\nImagistics Business (as defined below);\n\n     WHEREAS, as part of the foregoing, Pitney Bowes and Imagistics have entered\ninto a Distribution Agreement (as defined below) which provides, among other\nthings, for the transfer of certain Imagistics assets and Imagistics\nliabilities, the distribution to the holders of the issued and outstanding\nshares of common stock, par value $1.00 per share, of Pitney Bowes of 100% of\nthe issued and outstanding shares of common stock, par value $.01 per share, of\nImagistics (the \"Distribution\") and the execution and delivery of certain other\nagreements that will govern certain other matters following the Distribution;\n\n     WHEREAS, the parties desire to enter into an agreement that provides for\nPitney Bowes to assign to Imagistics the Assigned Marks and the Assigned\nCopyrights (each as defined below) and to license to Imagistics 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\n\n     NOW, THEREFORE, in consideration of the mutual covenants contained in this\nAgreement; the parties hereby agree as follows:\n\n                                   ARTICLE 1.\n                                   DEFINITIONS\n\n     For the purpose of this Agreement, the following capitalized terms are\ndefined in this Article 1 and shall have the meaning specified herein:\n\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.\n\n     \"Affiliate\" has the meaning set forth in the Distribution Agreement.\n\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.\n\n\n\n\n\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.\n\n     \"Assigned Copyrights\" means the Copyrights as owned by Pitney Bowes and\nused solely within the Imagistics business to be transferred to Imagistics on a\nquitclaim basis pursuant to the terms of this Agreement.\n\n     \"Assigned Marks\" means the Marks set forth on Schedule A-1 hereto.\n\n     \"Assignment and Novation Agreements\" has the meaning set forth in the\nDistribution Agreement.\n\n     \"Authorized Dealer\" means any distributor, dealer, OEM customer, systems\nintegrator or other agent that on or after the Distribution Date is authorized\nto market, advertise, sell, lease, rent, service or otherwise offer Imagistics\nBusiness Products. Imagistics will periodically provide Pitney Bowes with a list\nof the then current Authorized Dealers within a reasonable period after Pitney\nBowes' request.\n\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\nImagistics Business Products. Imagistics will periodically provide Pitney Bowes\nwith a list of the then current Authorized Manufacturers within a reasonable\nperiod after Pitney Bowes' request.\n\n     \"Canada Reseller Agreement\" has the meaning set forth in the Distribution\nAgreement.\n\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 Imagistics, (ii) any merger, consolidation or other business\ncombination of Imagistics or a Subsidiary of Imagistics with any Person after\ngiving effect to which (x) the shareholders of Imagistics immediately prior to\nsuch transaction do not own at least 60% of the Total Voting Power of the\nultimate parent entity of the parties to such transaction or (y) individuals who\nwere directors of Imagistics immediately prior to such transaction (or their\ndesignees) 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\nImagistics.\n\n\n                                       2\n\n\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 Imagistics Business Products that are\nmarked with at least one of the Licensed Marks.\n\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.\n\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.\n\n     \"Credit Agreement\" has the meaning set forth in the Distribution Agreement.\n\n     \"Distribution\" has the meaning set forth in the preamble.\n\n     \"Distribution Agreement\" means the Distribution Agreement between Pitney\nBowes and Imagistics dated the date hereof.\n\n     \"Distribution Date\" has the meaning set forth in the Distribution\nAgreement.\n\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.\n\n\n                                       3\n\n\n     \"Group\" means, as the context requires, the Imagistics Group or the Pitney\nBowes Group.\n\n     \"Imagistics\" has the meaning set forth in the preamble.\n\n     \"Imagistics Business\" means the business of Imagistics.\n\n     \"Imagistics Business Products\" means any and all products and related\nservices of the Imagistics Business commercially released or practiced prior to\nthe Distribution Date and similar products and services commercially released or\npracticed after the Distribution Date.\n\n     \"Imagistics Group\" has the meaning set forth in the Distribution Agreement.\n\n     \"Licensed Copyrights\" means the Copyrights owned by Pitney Bowes at the\ntime of the Distribution and used by both Pitney Bowes and Imagistics and\nlicensed to Imagistics pursuant to the terms of this Agreement.\n\n     \"Licensed Marks\" means the Marks set forth on Schedule A-2 hereto.\n\n     \"Licensed Patents\" means the Patents set forth on Schedule B hereto.\n\n     \"Licensed Technology\" means Pitney Bowes' Technology and related technical\nknow-how as used in the Imagistics Business prior to the Distribution Date and\nlicensed to Imagistics pursuant to the terms of this Agreement.\n\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).\n\n     \"Management Services Reseller Agreement\" has the meaning set forth in the\nDistribution Agreement.\n\n     \"Mark\" means any trademark, service mark, trade name, domain name, and the\nlike, or other word, name, symbol or device, or any combination thereof, used or\nintended to be used by a Person to identify and distinguish the products or\nservices of that Person from the products or services of others and to indicate\nthe 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.\n\n\n                                       4\n\n\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.\n\n     \"Permitted Geographic Areas\" means the United States of America, its\npossessions and territories and the United Kingdom.\n\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.\n\n     \"Pitney Bowes\" has the meaning set forth in the preamble.\n\n     \"Pitney Bowes Business\" means the business of Pitney Bowes.\n\n     \"Pitney Bowes Group\" has the meaning set forth in the Distribution\nAgreement.\n\n     \"Quality Standards\" means standards of quality applicable to the Imagistics\nBusiness Products, as in use immediately prior to the Distribution Date and\nattached hereto as Schedule D.\n\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.\n\n     \"Sublease Agreements\" has the meaning set forth in the Distribution\nAgreement.\n\n     \"Sublease and License Agreements\" has the meaning set forth in the\nDistribution Agreement.\n\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\n\n\n                                       5\n\n\nright, power or ability to control, that Person. For purposes of this Agreement,\nImagistics shall be deemed not to be a subsidiary of Pitney Bowes.\n\n     \"Tax Separation Agreement\" has the meaning set forth in the Distribution\nAgreement.\n\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.\n\n     \"Third Party\" means a Person other than Pitney Bowes and its Subsidiaries\nand Imagistics and its Subsidiaries.\n\n     \"Trademark Usage Guidelines\" means the guidelines for proper usage of the\nLicensed 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.\n\n     \"Transition Services Agreement\" has the meaning set forth in the\nDistribution Agreement.\n\n     \"Vendor Financing Agreement\" has the meaning set forth in the Distribution\nAgreement.\n\n                                    ARTICLE 2\n                                   ASSIGNMENT\n\n     Section 2.01. Grant of Assignment. Subject to Sections 2.02 and 2.03 below,\nPitney Bowes hereby grants, conveys and assigns (and agrees to cause its\nappropriate Subsidiaries to grant, convey and assign) to Imagistics all right,\ntitle and interest in and to the Assigned Marks and the goodwill associated\ntherewith, and the Assigned Copyrights to be owned and enjoyed by Imagistics,\nits successors and assigns.\n\n     Section 2.02. Prior Grants and Assumption of Liability. Imagistics\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\n\n\n                                       6\n\n\nfrom Imagistics regarding any such prior grants. In order to assist Imagistics\nin its administration of the Assigned Marks, but without making any\nrepresentation or warranty as to its completeness, and without assuming any\nliability for any failure to disclose any such prior grants, Pitney Bowes has\nlisted on Schedule A-1 certain information relating to prior grants.\n\n     Section 2.03. Assignment Disclaimer. The parties acknowledge and agree that\nthe 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.\n\n                                    ARTICLE 3\n                             LICENSES AND TRANSFERS\n\n     Section 3.01. License Grant. (a) Pitney Bowes grants (and agrees to cause\nits appropriate Subsidiaries to grant) to the extent that it has a right to do\nso and then only if such grant will not cause any member of the Pitney Bowes\nGroup to incur any financial expense, obligations or liabilities, to Imagistics\na personal, nonexclusive, fully-paid and non-transferable (except as set forth\nin Section 14.12) a license to use (i) the Licensed Marks on the Imagistics\nBusiness Products for the term set forth in Section 12.01, unless earlier\nterminated, (ii) the Licensed Copyrights, the Licensed Patents and the Licensed\nTechnology in connection with the Sale and offer for Sale of Imagistics Business\nProducts in the Permitted Geographic Areas (or, in the case of Imagistics\nBusiness Products in the form of software, in connection with licensing of\nImagistics Business Products) and (iii) the Licensed Marks in the Permitted\nGeographic Areas in the advertisement and promotion of such Imagistics Business\nProducts. The use of such licenses shall be subject to the confidentiality\nprovisions outlined in Article 10 in all respects. Any material used by\nImagistics shall be revised to remove (x) all Marks owned by Pitney Bowes that\nare not licensed to Imagistics by Pitney Bowes hereunder; (y) all Licensed Marks\nwhen use of such materials will be outside the Permitted Geographic Areas, and\n(z) all Licensed Marks in the event the license granted to Imagistics hereunder\nexpires or terminates for any reason.\n\n     (b) All license grants made pursuant to this Agreement are subject to any\npre-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 Imagistics Business for the Sale and offer for Sale\nof Imagistics Business Products immediately prior to the Distribution Date and\nshall not cover any future Marks, Copyrights, Patents and Technology owned or\notherwise held by Pitney Bowes.\n\n\n                                       7\n\n\n     Section 3.02. License Restrictions.\n\n     (a) Imagistics may not use any Licensed Copyrights, Licensed Patents,\nLicensed Technology or Licensed Mark (either alone or in connection with other\nMarks), outside of the Permitted Geographic Areas. Imagistics may, from time to\ntime, request Pitney Bowes' permission, which permission shall not be\nunreasonably withheld, to use the Licensed Copyrights, Licensed Patents,\nLicensed Technology or Licensed Mark in additional geographic areas. Imagistics\nshall provide to Pitney Bowes a written request indicating (i) the specific\ngeographic region contemplated and (ii) the specific products or services\ncontemplated to be used in connection with any such Licensed Copyrights,\nLicensed Patents, Licensed Technology or Licensed Mark. Pitney Bowes shall\nprovide a written response to Imagistics not later than ninety (90) days after\nreceipt of such request, indicating whether such request has been granted.\n\n     (b) Imagistics may not use any Licensed Mark in direct association with\nanother Mark such that the two Marks appear to be a single Mark or in any other\ncomposite manner with any Marks of Imagistics or any Third Party (other than the\nLicensed Marks as permitted herein and in association with the Marks in combined\nformat set forth on Schedule A-2 hereto).\n\n     (c) Imagistics may not use any Licensed Mark (either alone or in connection\nwith other Marks), Licensed Patent or Licensed Technology in connection with the\nmarketing, Sale, offer for Sale or provision of any product or service in\nviolation of the Distribution Agreement.\n\n     (d) Imagistics may only use the Licensed Marks, Licensed Patents, Licensed\nCopyrights or Licensed Technology in connection with the Sale and offer for Sale\nof Imagistics Business Products.\n\n     (e) In all respects, Imagistics' usage of the Licensed Marks pursuant to\nthe license granted hereunder shall be in a manner consistent with the high\nstandards, reputation and prestige represented by the Licensed Marks, and any\nusage by Imagistics that is inconsistent with the foregoing shall be deemed to\nbe outside the scope of the license granted hereunder. As a condition to the\nlicense granted hereunder, Imagistics shall at all times present, position and\npromote the Imagistics Business Products marked with one or more of the Licensed\nMarks in a manner consistent with the high standards and prestige represented by\nthe Licensed Marks.\n\n     Section 3.03. Licensee Undertakings. As a condition to the license granted\nhereunder, Imagistics undertakes to Pitney Bowes that:\n\n     (a) Imagistics shall not use the Licensed Marks in any manner which is\ndeceptive or misleading, which ridicules or is derogatory to the Licensed Marks,\n\n\n                                       8\n\n\nor which compromises or reflects unfavorably upon the goodwill, good name,\nreputation or image of Pitney Bowes or the Licensed Marks, or which might\njeopardize or limit Pitney Bowes' proprietary interest therein.\n\n     (b) Imagistics shall not use the Licensed Marks, the Licensed Copyrights,\nthe Licensed Patents or the Licensed Technology in connection with any products\nor services other than the Imagistics Business Products.\n\n     (c) Imagistics shall not (i) misrepresent to any Person the scope of its\nauthority 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 Imagistics to incur on its behalf.\n\n     (d) All press releases and corporate advertising and promotions that embody\nthe Licensed Marks and messages conveyed thereby shall be consistent with the\nhigh standards and prestige represented by the Licensed Marks.\n\n     (e) Imagistics shall comply in all material respects with all laws,\nregulations and governmental orders with respect to the manufacture, Sale,\nmarketing and distribution of the Imagistics Business Products.\n\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.\n\n     Section 3.05. Reservation of Rights. Except as otherwise expressly provided\nin this Agreement, the Pitney Bowes Group shall retain all right and title in\nand to the Licensed Marks, the Licensed Copyrights, the Licensed Patents and the\nLicensed Technology, including without limitation:\n\n     (a) All rights of ownership in and to the Licensed Marks, the Licensed\nCopyrights, the Licensed Patents and the Licensed Technology;\n\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 Imagistics\nBusiness Products, subject to the restrictions set forth in the Distribution\nAgreement;\n\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\n\n\n                                       9\n\n\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 Imagistics has\nnot expired or terminated but in no event to exceed a period greater than two\nyears following the Distribution Date; and\n\n     (d) Notwithstanding any other provision of this Agreement, nothing in this\nAgreement shall be construed as obligating Pitney Bowes to obtain or maintain in\nforce or protect any Licensed Mark, Licensed Copyright, Licensed Patent or\nLicensed Technology. Furthermore, Pitney Bowes shall have sole authority and\nresponsibility to prosecute, amend, abandon and otherwise conduct all affairs\nconcerning the Licensed Marks, the Licensed Copyrights, the Licensed Patents and\nthe Licensed Technology in its sole and absolute discretion.\n\n     Section 3.06. Title to Patents. In the event that Pitney Bowes shall, for\nany reason, determine that it no longer wishes to maintain any issued patent of\nthe Licensed Patents in the Permitted Geographic Areas, Pitney Bowes shall\nnotify Imagistics of its intent and shall provide Imagistics 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 Imagistics wishes to\nobtain title to the underlying Patent, Pitney Bowes shall assign such Patent to\nImagistics at no cost to Imagistics; provided that Imagistics shall pay all fees\nand expenses associated with such assignment.\n\n                                   ARTICLE 4.\n                              PERMITTED SUBLICENSES\n\n     Section 4.01. Sublicenses to Subsidiaries and to Authorized Manufacturers.\n(a) Subject to the terms and conditions of this Agreement, including all\napplicable Quality Standards and Trademark Usage Guidelines and other\nrestrictions (including the limitation on the term of the Licensed Marks as set\nforth in Section 12.01) in this Agreement, Imagistics may grant sublicenses to\nits Subsidiaries to use the Licensed Marks, the Licensed Copyrights, the\nLicensed Patents or the Licensed Technology in connection with the Sale or offer\nfor Sale of Imagistics Business Products in the Permitted Geographic Areas in\naccordance with the terms and conditions of this Agreement; provided, that (i)\nImagistics enters into a written sublicense agreement with each such Subsidiary\nsublicensee, and (ii) such agreement does not include the right to grant further\nsublicenses other than, in the case of a sublicensed Subsidiary of Imagistics,\nto another Subsidiary of Imagistics. Imagistics shall provide copies of such\nwritten sublicense agreements to Pitney Bowes upon request. If Imagistics grants\nany sublicense rights pursuant to this Section 4.01(a) and any such sublicensed\nSubsidiary ceases to be a Subsidiary, then the sublicense granted to such\n\n\n                                       10\n\n\nSubsidiary pursuant to this Section 4.01(a) shall terminate one hundred eighty\n(180) days from the date of such cessation.\n\n     (b) Subject to the terms and conditions of this Agreement, Imagistics may\ngrant sublicenses to any Authorized Manufacturer to use the Licensed Patents or\nthe Licensed Technology in accordance with the terms and conditions of this\nAgreement; provided, that (i) Imagistics enters into a written sublicense\nagreement with each such Authorized Manufacturer sublicensee, (ii) such\nagreement does not include the right to grant any further sublicenses and (iii)\nthe purpose of such agreement shall be solely to facilitate the manufacture and\nsupply of products to be built for Sale by Imagistics and to be marketed in the\nPermitted Geographic Areas. Imagistics shall provide copies of such written\nsublicense agreements to Pitney Bowes upon request. If Imagistics grants any\nsublicense rights pursuant to this Section 4.01(b) and any such sublicensed\nAuthorized Manufacturer ceases to be an Authorized Manufacturer, then the\nsublicense granted to such Authorized Manufacturer pursuant to this Section\n4.01(b) shall terminate no later than one hundred eighty (180) days from the\ndate of such cessation.\n\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.\n\n     (d) All sublicenses granted pursuant to this Agreement to a particular\nSubsidiary of Imagistics shall terminate one hundred eighty (180) days from the\ndate that the Subsidiary ceases to be a Subsidiary of Imagistics.\n\n     (e) All sublicenses granted pursuant to this Agreement other than those\ngranted to Subsidiaries of Imagistics hereunder shall terminate upon the\nexpiration or termination of this Agreement or upon the expiration or other\ntermination of the underlying license or rights granted herein.\n\n     Section 4.02. Authorized Dealers' Use of Marks. Subject to the terms and\nconditions of this Agreement, including all applicable Quality Standards and\nTrademark Usage Guidelines and other restrictions in this Agreement, Imagistics\n(and those Subsidiaries sublicensed to use the Licensed Marks pursuant to\nSection 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 Imagistics Business Products Sold by such\nAuthorized Dealers.\n\n     Section 4.03. Enforcement of Agreements. Imagistics shall take all\nappropriate measures at Imagistics' expense promptly and diligently to enforce\nthe terms of any sublicense agreement or other agreement with any Subsidiary,\nAuthorized Manufacturer or Authorized Dealer, or of any existing agreement with\n\n\n                                       11\n\n\nany Authorized Manufacturer or Authorized Dealer, and shall restrain any such\nSubsidiary, Authorized Manufacturer or Authorized Dealer from violating such\nterms, including without limitation (i) monitoring the Subsidiaries', Authorized\nManufacturers' and Authorized Dealers' compliance with the relevant Trademark\nUsage Guidelines and Quality Standards and causing any noncomplying Subsidiary\nor Authorized Dealer promptly to remedy any failure, (ii) terminating such\nagreement and\/or (iii) commencing legal action, in each case, using a standard\nof care consistent with Pitney Bowes' practices as of the Distribution Date. In\nthe event that Pitney Bowes determines that Imagistics has failed promptly and\ndiligently to enforce the terms of any such agreement using such standard of\ncare, Pitney Bowes reserves the right to enforce such terms, and Imagistics\nshall reimburse Pitney Bowes for its fully allocated direct costs and expenses\nincurred in enforcing such agreement, plus all out-of-pocket costs and expenses.\n\n                                   ARTICLE 5\n                           TRADEMARK USAGE GUIDELINES\n\n     Section 5.01. Trademark Usage Guidelines. The Imagistics Group, Authorized\nDealers and Authorized Manufacturers shall use the Licensed Marks only in a\nmanner that is consistent with the Trademark Usage Guidelines.\n\n     Section 5.02. Trademark Reviews. At Pitney Bowes' request, Imagistics\nagrees to furnish or make available for inspection to Pitney Bowes samples of\nall Imagistics Business Products and Collateral Materials of Imagistics, its\nSubsidiaries, Authorized Dealers, and Authorized Manufacturers that are marked\nwith one or more of the Licensed Marks (to the extent that Imagistics has the\nright to obtain such samples). If Imagistics is notified or determines that it\nor any of its Subsidiaries, Authorized Dealers or Authorized Manufacturers is\nnot complying with any Trademark Usage Guidelines, it shall notify Pitney Bowes\nand the provisions of Article 6 and Section 4.03 shall apply to such\nnoncompliance.\n\n                                   ARTICLE 6\n                      TRADEMARK USAGE GUIDELINE ENFORCEMENT\n\n     Section 6.01. Initial Guideline Cure Period. If Pitney Bowes becomes aware\nthat Imagistics or any Subsidiary, Authorized Dealer or Authorized Manufacturer\nis not complying with any Trademark Usage Guidelines, Pitney Bowes shall notify\nImagistics in writing, setting forth in reasonable detail a written description\nof the noncompliance and any requested action for curing such noncompliance.\nImagistics shall then have sixty (60) days with regard to noncompliance by\nAuthorized Dealers or Authorized Manufacturers and thirty\n\n\n                                       12\n\n\n(30) days with regard to noncompliance by Imagistics 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.\n\n     Section 6.02. Second Guideline Cure Period. If noncompliance with the\nTrademark Usage Guidelines continues beyond the Initial Guideline Cure Period,\nImagistics 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\nImagistics shall have thirty (30) days from the date of an agreement of\ncorrective actions, but not more than sixty (60) days following expiration of\nthe Initial Guideline Cure Period, to implement such corrective actions and cure\nor cause the cure of such noncompliance (\"Second Guideline Cure Period\"). In the\nevent that the parties fail to agree on corrective actions within thirty (30)\ndays following the expiration of the Initial Guideline Cure Period, the\nappointed representatives of Pitney Bowes and Imagistics shall submit to the\nOperating Committee (as defined in the Transition Services Agreement) a\ndescription of the noncompliance. The Operating Committee shall attempt to\ndetermine and implement corrective actions. The Operating Committee, in\naccordance with the procedures set forth in the Transition Services Agreement,\nshall attempt to determine and implement the necessary corrective actions (as\ndetermined by it). \n\n     Section 6.03. Final Guideline Cure Period. If the noncompliance with the\nTrademark 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, Imagistics, or the noncomplying Subsidiary or\nAuthorized Dealer or Authorized Manufacturer, whichever is applicable, promptly\nshall cease using the noncomplying Collateral Materials until Pitney Bowes\ndetermines that Imagistics, or the noncomplying Subsidiary, Authorized Dealer or\nAuthorized Manufacturer, whichever is applicable, has demonstrated its ability\nand commitment to comply with the Trademark Usage Guidelines. If, within thirty\n(30) days following the expiration of the Second Guideline Cure Period, the\nnoncompliance 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\nImagistics' obligations under Section 4.03 above or to preclude Pitney Bowes\nfrom exercising any rights or remedies under Section 4.03 above.\n\n\n                                       13\n\n\n                                   ARTICLE 7.\n                                QUALITY STANDARDS\n\n     Section 7.01. General. Imagistics acknowledges that as a condition to the\nrights and the license granted by this Agreement, the Imagistics Business\nProducts permitted by this Agreement to be marked with one or more of the\nLicensed Marks must be offered for Sale and marketed in a manner substantially\nsimilar to that established prior to the Distribution Date and the Imagistics\nBusiness must be operated in a manner at least consistent with the level of\nquality and service established prior to the Distribution Date as to provide\nprotection of the Licensed Marks and the goodwill they symbolize, and Imagistics\nfurther acknowledges that the maintenance of the high quality standards\nassociated with such products is of the essence of this Agreement.\n\n     Section 7.02. Quality Standards. The Imagistics Group and its Authorized\nDealers shall use the Licensed Marks only on and in connection with Imagistics\nBusiness Products that meet or exceed in all respects the Quality Standards.\n\n     Section 7.03. Quality Control Reviews. At Pitney Bowes' request, Imagistics\nagrees to furnish or make available to Pitney Bowes for inspection sample\nImagistics Business Products marked with one or more of the Licensed Marks.\nPitney Bowes may also independently conduct customer satisfaction surveys to\ndetermine if the Imagistics Group and its Authorized Dealers and Authorized\nManufacturers are meeting the Quality Standards. Such surveys shall be conducted\nno more than three (3) times during the term of this Agreement and no more than\none (1) time in any six (6)-month period; provided that if Imagistics is not\nmeeting the Quality Standards with respect to the Imagistics Business Products,\nor if any survey conducted pursuant to this Agreement discloses any Quality\nStandards problem for any reason, then Pitney Bowes shall have the option to\nconduct any additional surveys or take investigative and\/or corrective action as\nin its judgment shall be necessary or appropriate to resolve the problem,\nconsistent with the terms of this Agreement, including but not limited to\nArticle 8. Any such surveys shall be provided to Imagistics by Pitney Bowes for\nImagistics' review and comment at least thirty (30) days prior to Pitney Bowes'\ndistribution of the surveys to any customer. Imagistics shall not have any\napproval or other rights in connection with any survey. Imagistics shall\ncooperate with Pitney Bowes fully in the distribution of such surveys. Pitney\nBowes shall, at the request of Imagistics, provide Imagistics with copies of\ncustomer surveys used by Pitney Bowes to determine if Imagistics is meeting the\nQuality Standards. If Imagistics is notified or determines that it or any of its\nSubsidiaries Authorized Dealers or Authorized Manufacturers is not complying\nwith any Quality Standards, it shall notify Pitney Bowes and the provisions of\nArticle 8 and Section 4.03 shall apply to such noncompliance.\n\n\n                                       14\n\n\n     Section 7.04. Product Discontinuation. If, at any time during or after the\nterm of this Agreement, Imagistics discontinues the Sale of an Imagistics\nBusiness Product that has been marked with one or more of the Licensed Marks,\nImagistics shall immediately notify Pitney Bowes in writing of the\ndiscontinuation, and, if Imagistics uses any such Licensed Mark solely in\nconnection with such discontinued Imagistics Business Product, then Imagistics\nshall immediately cease using such Licensed Mark and shall immediately notify\nPitney Bowes in writing of such cessation.\n\n                                   ARTICLE 8.\n                          QUALITY STANDARD ENFORCEMENT\n\n     Section 8.01. Initial Quality Standard Cure Period. If Pitney Bowes becomes\naware that Imagistics or any Subsidiary or Authorized Dealer sublicensee is not\ncomplying with any Quality Standards, Pitney Bowes shall notify Imagistics in\nwriting, setting forth in reasonable detail a written description of the\nnoncompliance and any requested action for curing such noncompliance. Imagistics\nshall then have thirty (30) days after receipt of such notice (\"Initial Quality\nStandard Cure Period\") to correct such noncompliance or submit to Pitney Bowes a\nwritten plan to correct such noncompliance which written plan is reasonably\nacceptable to Pitney Bowes.\n\n     Section 8.02. Second Quality Standard Cure Period. If noncompliance with\nthe Quality Standards continues beyond the Initial Quality Standard Cure Period,\nImagistics 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 Quality Standard Cure Period to agree on corrective actions, and\nImagistics shall have thirty (30) days from the date of an agreement of\ncorrective actions, but not more than sixty (60) days following expiration of\nthe Initial Quality Standard Cure Period, to implement such corrective actions\nand cure or cause the cure of such noncompliance (\"Second Quality Standard Cure\nPeriod\"). In the event that the parties fail to agree on corrective actions\nwithin thirty (30) days following the expiration of the Initial Quality Standard\nCure Period, the appointed representatives of Pitney Bowes and Imagistics shall\nsubmit to the Operating Committee (as defined in the Transition Services\nAgreement) a description of the noncompliance. The Operating Committee, in\naccordance with the procedures set forth in the Transition Services Agreement,\nshall attempt to determine and implement the necessary corrective actions (as\ndetermined by it).\n\n     Section 8.03. Final Quality Standard Cure Period. If the noncompliance with\nthe 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, Imagistics, or the noncomplying\n\n\n                                       15\n\n\nSubsidiary or Authorized Dealer, whichever is applicable, promptly shall cease\noffering the noncomplying Imagistics Business Products under the Licensed Marks\nuntil Pitney Bowes determines that Imagistics, or the noncomplying Subsidiary or\nAuthorized Dealer, whichever is applicable, has demonstrated its ability and\ncommitment to comply with the Quality Standards. If, within thirty (30) days\nfollowing the expiration of the Second Quality Standard Cure Period, the\nnoncompliance with the Quality Standards remains uncured for any reason, Pitney\nBowes may elect to terminate license of the Licensed Mark giving rise to such\nnoncompliance (\"Final Quality Standard Cure Period\"). Nothing in this Article 8\nshall be deemed to limit Imagistics' obligations under Section 4.03 above or to\npreclude Pitney Bowes from exercising any rights or remedies under Section 4.03\nabove.\n\n                                   ARTICLE 9\n       PROTECTION OF LICENSED MARKS, LICENSED COPYRIGHTS, LICENSED PATENTS\n                             AND LICENSED TECHNOLOGY\n\n     Section 9.01. Ownership and Rights. To the extent not contrary to\napplicable law, Imagistics agrees not to challenge the ownership or validity of\nthe Licensed Marks, the Licensed Copyrights, the Licensed Patents or the\nLicensed Technology or contest the fact that Imagistics' rights are only those\nof a licensee of the Licensed Marks, Licensed Copyrights, Licensed Patents and\nLicensed Technology. Imagistics shall not disparage, dilute or, to the extent\nnot contrary to applicable law, adversely affect the validity of the Licensed\nMarks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology.\nImagistics' use of the Licensed Marks and the goodwill associated therewith\nshall inure exclusively to the benefit of Pitney Bowes, and Imagistics shall not\nacquire or assert any rights in the Licensed Marks, the Licensed Copyrights, the\nLicensed Patents or the Licensed Technology. Imagistics recognizes the value of\nthe goodwill associated with the Licensed Marks, and that the Licensed Marks may\nhave acquired secondary meaning in the minds of the public.\n\n     Section 9.02. Protection of Licensed Marks, Licensed Copyrights, Licensed\nPatents and the Licensed Technology. Imagistics shall assist Pitney Bowes, at\nPitney Bowes' request and expense, in the procurement and maintenance of Pitney\nBowes' intellectual property rights in the Licensed Marks, the Licensed\nCopyrights, Licensed Patents and the Licensed Technology. Imagistics will not\ngrant or attempt to grant a security interest in the Licensed Marks, the\nLicensed Copyrights, the Licensed Patents or the Licensed Technology, or to\nrecord any such security interest in the United States Patent and Trademark\nOffice or elsewhere, against any trademark application or registration belonging\nto Pitney Bowes. Imagistics agrees to, and to cause its Subsidiaries to, execute\nall documents reasonably requested by Pitney Bowes to effect further\n\n\n                                       16\n\n\nregistration of, maintenance and renewal of the Licensed Marks, the Licensed\nCopyrights, the Licensed Patents and the Licensed Technology, recordation of the\nlicense relationship between Pitney Bowes and Imagistics, and recordation of\nImagistics as a registered user. Pitney Bowes makes no warranty or\nrepresentation that trademark or patent registrations have been or will be\napplied for, secured or maintained in the Licensed Marks, the Licensed\nCopyrights, the Licensed Patents or the Licensed Technology throughout, or\nanywhere within, the world. Imagistics shall cause to appear on all Imagistics\nBusiness Products, and all Collateral Materials, such legends, markings and\nnotices as may be required by applicable law or reasonably requested by Pitney\nBowes.\n\n     Section 9.03. Similar Marks, Copyrights and Patents. Imagistics agrees not\nto use, register or attempt to register in any country any Mark, Copyright or\nPatent that infringes upon or violates Pitney Bowes' rights in the Licensed\nMarks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology,\nor any element thereof. If any application for registration is, or has been,\nfiled in any country by Imagistics which relates to any Mark, Copyright or\nPatent that infringes upon or violates Pitney Bowes' rights in the Licensed\nMarks, the Licensed Copyrights, the Licensed Patents or the Licensed Technology,\nImagistics shall immediately abandon any such application or registration or\nassign it to Pitney Bowes. To the extent not contrary to applicable law,\nImagistics shall not challenge Pitney Bowes' ownership of or the validity of the\nLicensed Marks, the Licensed Copyrights, the Licensed Patents and the Licensed\nTechnology or any application for registration thereof throughout the world.\nImagistics shall not use, register or attempt to register in any country any\ncopyright, domain name or any other intellectual property right, whether\nrecognized currently or in the future, or other designation which would affect\nthe ownership or rights of Pitney Bowes in and to the Licensed Marks, the\nLicensed Copyrights, the Licensed Patents and the Licensed Technology, or\notherwise to take any action which would adversely affect any of such ownership\nrights, or assist anyone else in doing so. Imagistics shall cause its\nSubsidiaries, Authorized Dealers and Authorized Manufacturers to comply with the\nprovisions of this Section 9.03.\n\n     Section 9.04. Infringement Proceedings. In the event that the Imagistics\nGeneral 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,\npassing-off or dilution with respect to the Licensed Marks, the Licensed\nCopyrights, the Licensed Patents or the Licensed Technology, Imagistics shall\nnotify Pitney Bowes or its authorized representative giving particulars thereof,\nand Imagistics shall provide necessary information and assistance to Pitney\nBowes or its authorized representatives at Pitney Bowes' expense in the event\nthat Pitney Bowes decides that proceedings should be commenced. Notwithstanding\nthe foregoing, Imagistics is not obligated to monitor or police use of the\nLicensed\n\n\n                                       17\n\n\nMarks, the Licensed Copyrights, the Licensed Patents and the Licensed Technology\nby Third Parties other than as specifically set forth in Section 4.03. Pitney\nBowes shall have exclusive control of any litigation, opposition, cancellation\nor related legal proceedings, relating to the use of the Licensed Marks by Third\nParties. The decision whether to bring, maintain or settle any such proceedings\nshall be at the exclusive option and expense of Pitney Bowes, and all recoveries\nshall belong exclusively to Pitney Bowes. Imagistics shall not and shall have no\nright to initiate any such litigation, opposition, cancellation or related legal\nproceedings in its own name, but, at Pitney Bowes' request, agrees to be joined\nas a party in any action taken by Pitney Bowes to enforce its rights in the\nLicensed Marks, the Licensed Copyrights, the Licensed Patents or the Licensed\nTechnology. Pitney Bowes shall incur no liability to Imagistics or any other\nPerson under any legal theory by reason of Pitney Bowes' failure or refusal to\nprosecute or by Pitney Bowes' refusal to permit Imagistics to prosecute, any\nalleged infringement or violation by Third Parties, nor by reason of any\nsettlement to which Pitney Bowes may agree. In the event that Pitney Bowes\nrequests that Imagistics be joined as a party in any action taken by Pitney\nBowes to enforce its rights in the Licensed Marks, the Licensed Copyrights, the\nLicensed Patents or the Licensed Technology, Pitney Bowes shall provide outside\ncounsel and pay Imagistics' expenses related to any such action; provided that\nImagistics shall be responsible for the fees of any separate outside legal\ncounsel or other attorneys' fees or other expenses.\n\n                                   ARTICLE 10\n                                 CONFIDENTIALITY\n\n     Section 10.01. General. For the term of this Agreement and for five years\nafter the termination or expiration of this Agreement, each party shall retain\nthe other party's Confidential Information in the strictest confidence (on a\nneed to know basis) and shall not disclose such Confidential Information to any\nPerson without the other party's express written consent, other than on a\nneed-to-know basis to an employee, agent or professional advisor of the\nreceiving party or an Affiliate thereof. Notwithstanding anything to the\ncontrary in this Agreement, the obligation to maintain the confidentiality of\nConfidential Information shall not apply to the extent that the receiving party\nis required to disclose such Confidential Information pursuant to Law or legally\nenforceable order of a court or judicial body; provided that the receiving party\nprovides notice to the disclosing party to enable the disclosing party to seek a\nprotective order or an injunction.\n\n\n                                       18\n\n\n                                   ARTICLE 11\n                                 INDEMNIFICATION\n\n     Section 11.01. Imagistics Indemnification of Pitney Bowes. Imagistics shall\nindemnify, defend and hold harmless Pitney Bowes and the respective directors,\nofficers and Affiliates of Pitney Bowes and its Subsidiaries (the \"Pitney Bowes\nIndemnitees\") from and against any and all Losses incurred or suffered by any of\nthe Pitney Bowes Indemnities arising out of the use of any Licensed Mark,\nLicensed Copyright, Licensed Patent or Licensed Technology by Imagistics or any\nof its Subsidiaries, Authorized Dealers or its customers or Authorized\nManufacturers or its customers.\n\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.\n\n     Section 11.03. Notice and Payment of Claims. If any Pitney Bowes Indemnitee\n(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 extent reasonably practicable, the basis for its claim for indemnification\nand the amount for which the Indemnified Party reasonably believes it is\nentitled to be indemnified. If the Indemnifying Party has not responded within\nthirty (30) days after receipt of such notice, the Indemnified Party shall\ndeliver a second notice to the within ten (10) days of the expiration of the\noriginal thirty (30)-day period. Within thirty (30) days after receipt of any\nsecond notice, the Indemnifying Party shall pay the Indemnified Party such\namount in cash or other immediately available funds unless the Indemnifying\nParty objects to the claim for indemnification or the amount thereof. If the\nIndemnifying Party does not give the Indemnified Party written notice objecting\nto such indemnity claim and setting forth the grounds therefor within such\nthirty (30)-day period, the Indemnified Party shall give the Indemnifying Party\nan additional notice of its claim for indemnification and if the Indemnifying\nParty does not give the Indemnified Party written notice objecting to such claim\nwithin ten (10) days after receipt of such\n\n\n                                       19\n\n\nnotice the Indemnifying Party shall be deemed to have acknowledged its liability\nfor such claim and the Indemnified Party may exercise any and all of its rights\nunder applicable law to collect such amount. In the event of such a timely\nobjection by the Indemnifying Party, the amount, if any, that is Finally\nDetermined to be required to be paid by the Indemnifying Party in respect of\nsuch indemnity claim shall be paid by the Indemnifying Party to the Indemnified\nParty in cash within fifteen (15) days after such indemnity claim has been so\nFinally Determined.\n\n     Section 11.04. Notice and Defense of Third-Party Claims. Promptly following\nthe earlier of (i) receipt of notice of the commencement by a third party of any\nAction against or otherwise involving any Indemnified Party or (ii) receipt of\ninformation from a third party alleging the existence of a claim against an\nIndemnified Party, in either case, with respect to which indemnification may be\nsought pursuant to this Agreement (a \"Third-Party Claim\"), the Indemnified Party\nshall give the Indemnifying Party written notice thereof. The failure of the\nIndemnified Party to give notice as provided in this Article 11 shall not\nrelieve the Indemnifying Party of its obligations under this Agreement, except\nto the extent that the Indemnifying Party is prejudiced by such failure to give\nnotice. Within thirty (30) days after receipt of such notice, the Indemnifying\nParty may (i) by giving written notice thereof to the Indemnified Party,\nacknowledge liability for such indemnification claim and at its option elect to\nassume the defense of such Third-Party Claim at its sole cost and expense or\n(ii) object to the claim for indemnification set forth in the notice delivered\nby the Indemnified Party pursuant to the first sentence of this Section 11.04;\nprovided that if the Indemnifying Party does not within such thirty (30)-day\nperiod give the Indemnified Party written notice objecting to such\nindemnification claim and setting forth the grounds therefor, the Indemnified\nParty shall give the Indemnifying Party an additional notice of its claim for\nindemnification and if the Indemnifying Party does not give the Indemnified\nParty written notice objecting to such claim within ten (10) days after receipt\nof such notice the Indemnifying Party shall be deemed to have acknowledged its\nliability for such indemnification claim. If the Indemnifying Party has elected\nto assume the defense of a Third-Party Claim, (x) the defense shall be conducted\nby counsel retained by the Indemnifying Party and reasonably satisfactory to the\nIndemnified Party, provided that the Indemnified Party shall have the right to\nparticipate in such proceedings and to be represented by counsel of its own\nchoosing at the Indemnified Party's sole cost and expense; and (y) the\nIndemnifying Party may settle or compromise the Third Party Claim without the\nprior written consent of the Indemnified Party so long as such settlement\nincludes an unconditional release of the Indemnified Party from all claims that\nare the subject of such Third Party Claim, provided that the Indemnifying Party\nmay not agree to any such settlement pursuant to which any remedy or relief,\nother than monetary damages for which the Indemnifying Party shall be\nresponsible hereunder, shall be applied to or against the Indemnified Party,\nwithout the prior\n\n\n                                       20\n\n\nwritten consent of the Indemnified Party, which consent shall not be\nunreasonably withheld. If the Indemnifying Party does not assume the defense of\na Third-Party Claim for which it has acknowledged liability for indemnification\nhereunder, the Indemnified Party may require the Indemnifying Party to reimburse\nit on a current basis for its reasonable expenses of investigation, reasonable\nattorneys' fees and reasonable out-of-pocket expenses incurred in defending\nagainst such Third-Party Claim and the Indemnifying Party shall be bound by the\nresult obtained with respect thereto by the Indemnified Party; provided that the\nIndemnifying Party shall not be liable for any settlement effected without its\nconsent, which consent shall not be unreasonably withheld. The Indemnifying\nParty shall pay to the Indemnified Party in cash the amount, if any, for which\nthe Indemnified Party is entitled to be indemnified hereunder within fifteen\n(15) days after such Third Party Claim has been Finally Determined, in the case\nof an indemnity claim as to which the Indemnifying Party has acknowledged\nliability or, in the case of any indemnity claim as to which the Indemnifying\nParty has not acknowledged liability, within fifteen (15) days after such\nIndemnifying Party's objection to liability hereunder has been Finally\nDetermined.\n\n     Section 11.05. Contribution. If for any reason the indemnification provided\nfor in Section 11.01 is unavailable to any Indemnified Party, or insufficient to\nhold it harmless, then the Indemnifying Party shall contribute to the amount\npaid or payable by such Indemnified Party as a result of such Losses in such\nproportion as is appropriate to reflect all relevant equitable considerations.\n\n     Section 11.06. Non-Exclusivity of Remedies. The remedies provided for in\nthis 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.\n\n                                   ARTICLE 12\n                              TERM AND TERMINATION\n\n     Section 12.01. Term. Imagistics' right to use the Licensed Marks shall\nremain in effect for a period of two (2) years from the Distribution Date unless\nearlier terminated as provided below. Imagistics' rights in the Licensed Patents\nand Licensed Copyrights shall remain in effect for the term of the associated\nPatent or Copyright. Imagistics' rights in the Licensed Technology shall remain\nin effect indefinitely, subject to the terms and conditions of this Agreement.\n\n     Section 12.02. Voluntary Termination. By written notice to Pitney Bowes,\nImagistics may voluntarily terminate all or a specified portion of the licenses\nand rights granted to it hereunder by Pitney Bowes. Such notice shall specify\nthe effective date of such termination and shall clearly specify any affected\nLicensed Marks, Licensed Patents or Licensed Technology or Imagistics Business\nProducts.\n\n\n                                       21\n\n\n     Section 12.03. Survival. Any termination of licenses and rights of\nImagistics under Section 12.02 shall not affect Imagistics' licenses and rights\nwith respect to any Imagistics Business Products made or sold prior to such\ntermination.\n\n     Section 12.04. Other Termination. c) Pitney Bowes shall have the option to\nterminate Imagistics' use of the Licensed Marks in the event that Imagistics\nmaterially defaults on its obligations under any of the Ancillary Agreements\nand, following written notice from Pitney Bowes, does not cure such default\nwithin sixty (60) days of receipt of such notice.\n\n     (a) Pitney Bowes shall have the option to terminate Imagistics' use of the\nLicensed Marks in the event that Imagistics becomes bankrupt or insolvent, or\nexperiences a Change of Control.\n\n     (b) Imagistics' 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\nthe option to terminate Imagistics' right to use the Licensed Marks if the\nDistribution Agreement is terminated for any reason.\n\n                                   ARTICLE 13\n                             LIMITATION OF LIABILITY\n\n     IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES BE LIABLE TO THE OTHER\nPARTY OR ITS SUBSIDIARIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL\nOR PUNITIVE DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, HOWEVER CAUSED AND ON\nANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS\nAGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES.\n\n                                   ARTICLE 14\n                            MISCELLANEOUS PROVISIONS\n\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\n\n\n                                       22\n\n\nlimitation any implied warranties of title, enforceability or non-infringement.\nWithout limiting the generality of the foregoing, neither Pitney Bowes nor any\nof its Subsidiaries makes any warranty or representation as to the validity of\nany Mark, Patent or Copyright licensed by it to Imagistics 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.\n\n     Section 14.02. Other Agreements. In the event there is any inconsistency\nbetween the provisions of this Agreement, on the one hand, and the provisions of\nthe Distribution Agreement, on the other hand, the provisions of the\nDistribution Agreement shall govern.\n\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 copies of registrations of the Licensed Marks and Licensed Patents),\nexcept as specifically provided herein.\n\n     Section 14.04. Further Assurances and Consents. In addition to the actions\nspecifically provided for elsewhere in this Agreement, each of the parties\nhereto shall use its reasonable best efforts to take, or cause to be taken, all\nactions, and to do, or cause to be done, all things, reasonably necessary,\nproper or advisable under applicable laws, regulations and agreements or\notherwise to consummate and make effective the transactions contemplated by this\nAgreement, including but not limited to using its reasonable best efforts to\nobtain 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.\n\n     Section 14.05. Infringement Suits. Except as set forth in Section 4.03, (i)\nneither 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) Imagistics shall not have\nany right to institute any action or suit against Third Parties for infringement\nor violation of\n\n\n                                       23\n\n\nany of the Licensed Marks, the Licensed Copyrights, the Licensed Patents or the\nLicensed Technology.\n\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.\n\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, fires, sabotage, civil commotion or civil unrest, interference by civil\nor military authorities, acts of war (declared or undeclared) and failure of\nenergy sources.\n\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.\n\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.\n\n     Section 14.08. Entire Agreement. This Agreement, the Distribution Agreement\nand the other Ancillary Agreements and the Exhibits and Schedules referenced or\nattached hereto and thereto constitute the entire agreement between\n\n\n                                       24\n\n\nthe parties with respect to the subject matter hereof and thereof and shall\nsupersede all prior written and oral and all contemporaneous oral agreements and\nunderstandings with respect to the subject matter hereof and thereof. To the\nextent there is a conflict between this Agreement and the Distribution Agreement\nbetween the parties, the terms of this Agreement shall govern.\n\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 Imagistics hereby submits to\nthe 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.\n\n     Section 14.10. Waiver of Jury Trial. Pitney Bowes and Imagistics hereby\nirrevocably waive any and all right to trial by jury in any legal proceeding\narising out of or relating to this Agreement and to the fullest extent permitted\nby law waive any rights that they may have to claim or to receive consequential\nor special damages in connection with any legal proceeding arising out of or\nrelating to this Agreement.\n\n     Section 14.11. Notices. Notices, offers, requests or other communications\nrequired or permitted to be given by either party pursuant to the terms of this\nAgreement shall be given in writing to the respective parties to the following\naddresses:\n\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\n\n         with a copy to:\n                  Pitney Bowes Inc.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\n\n         with a copy to:\n                  Davis Polk &amp; Wardwell\n                  450 Lexington Avenue\n\n\n                                       25\n\n\n                  New York, New York 10017\n                  Telecopy: (212) 450-4800\n                  Attention:  Sarah J. Beshar\n\n         if to Imagistics:\n                  Imagistics International Inc.\n                  100 Oakview Drive\n                  Trumbull, CT 06611\n                  Telecopy: (203) 365-7497\n                  Attention: Chief Financial Officer\n\n         with a copy to:\n                  Imagistics International Inc.\n                  100 Oakview Drive\n                  Trumbull, CT 06611\n                  Telecopy: (203) 365-2353\n                  Attention: General Counsel\n\nor 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.\n\nSection 14.12. Nonassignability. Neither party may, directly or indirectly, in\nwhole or in part, whether by operation of law or otherwise, assign or transfer\nthis Agreement, without the other party's prior written consent, and any\nattempted assignment, transfer or delegation without such prior written consent\nshall be voidable at the sole option of such other party. Notwithstanding the\nforegoing, each party (or its permitted successive assignees or transferees\nhereunder) may assign or transfer this Agreement as a whole without consent to a\nPerson that succeeds to all or substantially all of the business or assets of\nsuch party as long as such Person agrees to accept all the terms and conditions\nset forth herein. Without limiting the foregoing, this Agreement will be binding\nupon and inure to the benefit of the parties and their permitted successors and\nassigns.\n\nSection 14.13. Severability. If any term or other provision of this Agreement is\ndetermined by a court, administrative agency or arbitrator to be invalid,\nillegal or incapable of being enforced by any rule of law or public policy, all\nother conditions and provisions of this Agreement shall nevertheless remain in\nfull force and effect so long as the economic or legal substance of the\ntransactions 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\n\n\n                                       26\n\n\nor incapable of being enforced, the parties hereto shall negotiate in good faith\nto modify this Agreement so as to effect the original intent of the parties as\nclosely as possible in an acceptable manner to the end that the transactions\ncontemplated hereby are fulfilled to the fullest extent possible.\n\nSection 14.14. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure\nor delay on the part of either party hereto in the exercise of any right\nhereunder shall impair such right or be construed to be a waiver of, or\nacquiescence in, any breach of any representation, warranty or agreement herein,\nnor 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.\n\nSection 14.15.  Amendment. No change or amendment will be made to this\nAgreement except by an instrument in writing signed on behalf of each of the\nparties to such agreement.\n\nSection 14.16. Counterparts. This Agreement, including the Ancillary Agreements\nand the Exhibits and Schedules hereto and thereto and the other documents\nreferred to herein or therein, may be executed in counterparts, each of which\nshall be deemed to be an original, but all of which shall constitute one and the\nsame agreement.\n\n\n                                       27\n\n\n     WHEREFORE, the parties have signed this Intellectual Property Agreement\neffective as of the date first set forth above.\n\n                               PITNEY BOWES INC.\n                               By: \/s\/ Bruce Nolop\n                                   --------------------------------------------\n                                   Name:  Bruce Nolop\n                                          Exec. Vice President &amp; Chief\n                                   Title: Financial Officer\n\n\n                               IMAGISTICS INTERNATIONAL INC.\n                               By: \/s\/ Joseph D. Skrzypczak\n                                   --------------------------------------------\n                                   Name:  Joseph D. Skrzypczak\n                                   Title: Chief Financial Officer\n\n\n                                       28\n\n\n                                                                    Schedule A-1\n\n                                 ASSIGNED MARKS\n\n\n                              Schedule A-1 - Page 1\n\n\n                                                                    Schedule A-1\n\n                                 ASSIGNED MARKS\n\nREGISTERED MARKS\n\n    MARK                    REG. NO.             REG. DATE\n    ----                    --------             ---------\nCOPYKEY                    1,295,839          September 18, 1994\nFAXKEY                     1,353,807          August 13, 1985\nPRINTPOWDER                1,248,021          August 16, 1983\nSMART TOUCH                2,063,827          May 20, 1997\nTOTAL PACKAGE              1,528,571          March 7, 1989\n\n\nUNREGISTERED MARKS\n\nCONNEX\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\n\n\n                               Schedule A-1 - Page 2\n\n\nSMART SIZE\nSMART TRACK\nSMARTFINISH\nTEAM PRINT\nUNIVERSAL ACCESS\nVALUE ADDED MAINTENANCE\nVIRTUAL DOCUMENT FACTORY\nWEB CONNEX\n\n\n                               Schedule A-1 - Page 3\n\n\n                                                        Schedule A-1 (continued)\n\n                  CERTAIN INFORMATION RELATING TO PRIOR GRANTS\n                               (per Section 2.02)\n\nNone.\n\n\n                               Schedule A-1 - Page 4\n\n\n                                                                    Schedule A-2\n\n\n                                 LICENSED MARKS\n\nSee Attachment.\n\n\n                              Schedule A-2 - Page 1\n\n\n                           [PITNEY BOWES COMPANY LOGO\n                          TO BE INSERTED ON THIS PAGE]\n\n\n\n                              Schedule A-2 - Page 2\n\n\n                                                                      Schedule B\n\n\n                                LICENSED PATENTS\n\n\nSee Attachment.\n\n\n                               Schedule B - Page 1\n\n\n\n<\/pre>\n<table>\n<caption>\n                                                              APPLICATIONS<br \/>\n                                                              &#8212;&#8212;&#8212;&#8212;<br \/>\n          CASE                                                                    APPLN                          PATENT<br \/>\nCOUNTRY  NUMBER                 TITLE                               STATUS        NUMBER       FILING DATE       NUMBER   ISSUE DATE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>      <c>      <c>                                               <c>          <c>         <c>               <c>          <c><br \/>\nUS       C593     METHOD FOR FOLING AND SEALING SHEETS              Granted      423,156     Oct. 18, 1989     RE 34338      8\/10\/93<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nUS       C610     MULTIPURPOSE COMPUTER ACCESSORY FOR<br \/>\n                  FACILITATING FACSIMILE COMMUNICATION              Granted      459,057     Dec. 29, 1989     5,091,790     2\/25\/92<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nUS       C724     DEVICE FOR FOLDING AND SEALING SHEETS             Granted      677,013     Mar. 28, 1991     RE 34288      6\/22\/93<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nUS       E473     APPARATUS AND METHOD FOR SELECTIVE<br \/>\n                  ARCHIVING OF FACSIMILE MESSAGES                   Granted      576,665     Dec. 21, 1995     5,701,183    12\/23\/97<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nUS       E940     METHOD AND APPARATUS FOR PREVENTING<br \/>\n                  THE UNAUTHORIZED USE OF A RETAINING CARTRIDGE     Amended      456,625     Dec. 8, 1999<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nWO       E940     METHOD AND APPARATUS FOR PREVENTING<br \/>\n                  THE UNAUTHORIZED USE OF A RETAINING CARTRIDGE     Pending      33,354      Dec. 8, 2000<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nUS       E942     METHOD AND SYSTEM FOR MAXIMIZING USE OF A<br \/>\n                  COMMUNICATION LINE                                Pending      469,031     Dec. 21, 1999<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nCA       B533     TEMPERATURE SELF REGULATING FUSER                 Granted      351,063     May 1, 1980       1,185,312     04\/9\/85<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nFR       B538     DOCUMENT COPIER                                   Registered   77,962      Oct. 23, 1979     182,733       9\/22\/80<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nCA       B626     CHARGE ROLLER SYSTEM FOR AN<br \/>\n                  ELECTROPHOTOGRAPHIC COPIER                        Granted      383,870     Aug. 14, 1981     1,194,535     10\/1\/85<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nCA       B764     GROUNDING DEVICE FOR MOVING PHOTOCONDUCTOR WEB    Granted      415,292     Nov. 10, 1982     1,194,919     10\/8\/85<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Schedule B &#8211; Page 2<\/p>\n<table>\n<caption>\n                                                              APPLICATIONS<br \/>\n                                                              &#8212;&#8212;&#8212;&#8212;<br \/>\n          CASE                                                                    APPLN                          PATENT<br \/>\nCOUNTRY  NUMBER                 TITLE                               STATUS        NUMBER       FILING DATE       NUMBER   ISSUE DATE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>      <c>      <c>                                               <c>          <c>         <c>               <c>          <c><br \/>\nUS       B789     CORRECTION OF IMAGING IMPERFECTIONS               Granted      408,963     Aug. 17, 1982     4,491,963    1\/1\/85<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nUS       E771     UNIVERSAL ACCESS PHOTOCOPIER                      Granted      188,273     Nov. 9, 1998      6,243,682    6\/5\/01<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nUS       F201     MAILING SYSTEMS                                   Pending      09\/851074   May 8, 2001<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Schedule B &#8211; Page 3<\/p>\n<p>                                                                      Schedule C<\/p>\n<p>                       EXCEPTIONS TO LICENSE RESTRICTIONS<\/p>\n<p>None.<\/p>\n<p>                               Schedule C &#8211; Page 1<\/p>\n<p>                                                                      Schedule D<\/p>\n<p>                QUALITY STANDARDS AND TRADEMARK USAGE GUIDELINES<\/p>\n<p>         Pitney Bowes document &#8220;Pitney Bowes Identity System&#8221; as amended and<br \/>\nupdated from time to time is hereby incorporated by reference into this<br \/>\nAgreement Schedule D.<\/p>\n<p>                               Schedule D &#8211; Page 1 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