{"id":42745,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/reseller-agreement-pitney-bowes-of-canada-ltd-and-pitney-bowes.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"reseller-agreement-pitney-bowes-of-canada-ltd-and-pitney-bowes","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/reseller-agreement-pitney-bowes-of-canada-ltd-and-pitney-bowes.html","title":{"rendered":"Reseller Agreement &#8211; Pitney Bowes of Canada Ltd. and Pitney Bowes Office Systems, Inc."},"content":{"rendered":"<pre> \n                              ___________, 2001\n\n\nPitney Bowes Office Systems, Inc.\n100 Oakview Drive\nTrumbull, Connecticut  06611\n\n     Re:       Pitney Bowes of Canada Ltd.\/Pitney Bowes Office Systems, Inc. -\n               ----------------------------------------------------------------\n               Reseller Agreement\n               ------------------\n\n\nLadies and Gentlemen:\n\n     In connection with the distribution of the capital stock of Pitney Bowes\nOffice Systems, Inc. (\"Office Systems\" or \"you\") by Pitney Bowes Inc. (\"Pitney\nBowes\") to its stockholders (the \"Distribution\"), Office Systems and Pitney\nBowes of Canada Ltd., a wholly-owned subsidiary of Pitney Bowes (\"PBC,\" \"we\" or\n\"us\") hereby enter into this reseller agreement to provide for the purchase of\nequipment by PBC from Office Systems (the \"Reseller Agreement\").  This letter\nagreement together with the term sheet attached hereto as Exhibit A (the \"Term\nSheet\") constitute the Reseller Agreement.  The terms set forth in the Term\nSheet are hereby incorporated by reference into this Reseller Agreement as if\nthey were set out herein in full.  The entering into and purchasing under the\nReseller Agreement by the parties herein described and the other transactions\ncontemplated hereby, entered into and consummated in connection therewith are\nherein referred to as the \"Transactions\".\n\n     Subject to the terms and conditions of this Reseller Agreement, we hereby\nagree with you as follows:\n\n     1.  Confidentiality.  You agree that the confidentiality provisions of the\n         ---------------                                                       \nDistribution Agreement dated as of [date] between Pitney Bowes and Office\nSystems (the \"Distribution Agreement\") shall apply in all respects to any and\nall confidential information related to, or provided under, this Reseller\nAgreement.\n\n     2.   Use of \"Pitney Bowes\" brand.  You agree that the terms of the\n          ---------------------------                                  \nDistribution Agreement and the Intellectual Property Agreement dated as of\n[date] between Pitney Bowes and Office Systems (the \"Intellectual Property\nAgreement\") regarding the use of the \"Pitney Bowes\" brand shall apply in all\n\n \nrespects to use of the \"Pitney Bowes\" brand as used in connection with\ntransaction under or related to this Reseller Agreement.\n\n     3.  Non-compete.  You agree that the terms of the Distribution Agreement\n         -----------                                                         \nand the Intellectual Property Agreement regarding non-competition, including the\nprovisions for termination thereof, shall apply in all respects to this Reseller\nAgreement.\n\n     4.  Dispute Resolution.  You agree that all disputes arising between the\n         ------------------                                                  \nparties under this Reseller Agreement shall be resolved pursuant to the terms of\nthe Transition Services Agreement dated as of _________ between Pitney Bowes and\nOffice Systems (the \"Transition Services Agreement\"), including submission of\nall disputes to the Operating Committee (as such term is defined in the\nTransition Services Agreement) for resolution, subject to Section 8 herein.\n\n     5.  Assignment.  The provisions of this Reseller Agreement shall be binding\n         ----------                                                             \nupon and inure to the benefit of the parties hereto and their respective\nsuccessors and assigns; provided that neither party may assign, delegate or\notherwise transfer any of its rights or obligations under this Reseller\nAgreement without the consent of the other parties hereto.  If any party or any\nof its successors or assigns (1) shall consolidate with or merge into any other\nPerson (as such term is defined in the Distribution Agreement) and shall not be\nthe continuing or surviving corporation or entity of such consolidation or\nmerger or (2) shall transfer all or substantially all of its properties and\nassets to any Person, then, and in each such case, proper provisions shall be\nmade so that the successors and assigns of such party shall assume all of the\nobligations of such party under this Reseller Agreement.\n\n     6.   Notices.  All notices and other communications to any party hereunder\n          -------                                                              \nshall be in writing (including telecopy or similar writing) and shall be deemed\ngiven when addressed as follows:\n\nIf to us, to:\n\n     Pitney Bowes of Canada Ltd.\n     2200 Yonge Street, Suite 100\n     Toronto, ON\n     M4S 3E1\n     Canada\n     Attn: Chief Financial Officer\n     Tel.: 416-484-2211\n     Fax: 416-484-3975\n\n\n                                       2\n\n \nwith a copy to:\n\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\nwith a copy to:\n\n     Davis Polk &amp; Wardwell\n     450 Lexington Avenue\n     New York, New York  10017\n     Telecopy: (212) 450-4800\n     Attention: Sarah J. Beshar\n \nIf to you, to:\n\n     Pitney Bowes Office Systems, Inc.\n     100 Oakview Drive\n     Trumbull, CT  06611\n     Telecopy: (203) [   -       ]\n     Attention: Chief Executive Officer\n\nwith a copy to:\n\n     Pitney Bowes Office Systems, Inc.\n     100 Oakview Drive\n     Trumbull, CT  06611\n     Telecopy: (203) 365-2353\n     Attention: General Counsel\n\n     7.    Governing Law and Waiver of Jury Trial.  This Reseller Agreement\n           --------------------------------------                          \nshall be construed in accordance with and governed by the law of the State of\nNew York, without regard to the conflicts of laws rules thereof.  Each of the\nparties hereto waives all right to trial by jury in any action, proceeding or\ncounterclaim (whether based upon contract, tort or otherwise) related to or\narising out of any of the Transactions or the other transactions contemplated\nhereby, or the performance by either party of the services contemplated hereby.\n\n     8.    Jurisdiction.  Any action seeking to enforce any provision of, or\n           ------------                                                     \nbased on any matter arising out of or in connection with, this Reseller\nAgreement or the \n\n\n                                       3\n\n \ntransactions contemplated hereby may be brought in the United States District\nCourt for the Southern District of New York or any other New York State court\nsitting in New York County, and each of the parties hereby consents to the\njurisdiction of such courts (and of the appropriate appellate courts therefrom)\nin any such suit, action or proceeding and irrevocably waives, to the fullest\nextent permitted by law, any objection which it may now or hereafter have to the\nlaying of the venue of any such suit, action or proceeding in any such court or\nthat any such suit, action or proceeding which is brought in any such court has\nbeen brought in an inconvenient form. Process in any such suit, action or\nproceeding may be served on any party anywhere in the world, whether within or\nwithout the jurisdiction of any such court. Without limiting the foregoing, each\nparty agrees that service of process on such party as provided in Section 6\nabove shall be deemed effective service of process on such party.\n \n     9.    Amendments.  This Reseller Agreement is the only agreement between\n           ----------                                                        \nthe parties hereto with respect to the matters contemplated hereby and thereby\nand sets forth the entire understanding of the parties with respect thereto. The\nparties hereby agree to be bound by the covenants and obligations set forth in\nthis Reseller Agreement.  No amendment or waiver of any provision of this\nReseller Agreement shall be effective unless in writing and signed by the\nparties hereto and then only in the specific instance and for the specific\npurpose for which given.  Each of the parties hereto waives all right to trial\nby jury in any action, proceeding or counterclaim (whether based upon contract,\ntort or otherwise) related to or arising out of any of the Transactions or the\nother transactions contemplated hereby, or the performance by either party of\nthe services contemplated hereby.\n\n     Please confirm that the foregoing correctly sets forth our agreement by\nsigning and returning to us the duplicate copy of this Agreement enclosed\nherewith.\n                         Very truly yours,\n\n                         PITNEY BOWES OF CANADA LTD.\n\n\n                         By:  ____________________________\n                              Name:\n                              Title:\n\nAccepted and agreed to as of\nthe date first written above:\n\nPITNEY BOWES OFFICE SYSTEMS, INC.\n\n\nBy:  _______________________________\n     Name:\n     Title:\n\n\n                                       4\n\n \n                                                                                \n\n                          PITNEY BOWES OF CANADA LTD.\n                       PITNEY BOWES OFFICE SYSTEMS INC.\n                  RESELLER AGREEMENT (\"AGREEMENT\") TERM SHEET\n                                       ---------             \n\n\nI.    Parties\n      -------\n\n      A.  Purchaser:  Pitney Bowes of Canada Ltd.  (\"PBC\")\n          ---------                                  ---  \n\n      B.  Supplier:  Pitney Bowes Office Systems, Inc. (\"PBOS\")\n          --------                                       ----  \n\nII.   Term and Renewals\n---   -----------------\n\n      A.  The term of the Agreement shall be for a period of two (2) years\n          commencing as of the date of the spin-off (the \"Spin-Off Date\"). The\n                                                          -------------\n          Agreement may be renewed by the parties for an additional year\n          provided that any such renewal is at arm's length and agreement as to\n          such renewal is reached by the parties no later than nine (9) months\n          prior to the end of the term.\n\n      B.  One year prior to the end of the term, the parties shall meet to\n          discuss (i) whether or not the Agreement will be renewed for an\n          additional year and (ii) the terms and conditions upon which the\n          Agreement will be renewed.\n\n      C.  PBOS and PBC shall have the right to terminate this Agreement upon the\n          occurrence of any of the following events of default:\n\n          i)    A party fails to perform any material obligation under this\n                Agreement and such failure continues unremedied for a period of\n                thirty (30) days after the non-defaulting party provides written\n                notice as to the failure to perform;\n\n          ii)   A proceeding is commenced by or against a party under any law\n                relating to bankruptcy, or a court assumes jurisdiction of a\n                party's assets under any law authorizing reorganization of its\n                debts, or a trustee or receiver shall be appointed for all or a\n                substantial portion of the party's assets;\n\n          iii)  A party shall become insolvent or suspends its business for any\n                length of time; or\n\n           iv)  A party shall make an assignment of its assets for the benefit\n                of its creditors.\n\nIII.  Equipment Ordering and Administration\n      -------------------------------------\n\n      A.  Ordering: All PBC orders with PBOS will be placed by the Purchasing\n          --------\n          Department of PBC (PD) in the form of Exhibit A attached hereto;\n                                                ---------\n          provided, however, that orders (1) with respect to New Equipment (as\n          --------  -------\n          hereinafter defined) that request delivery outside of the standard\n          lead times as agreed to by the parties from time to time (2) with\n          respect to equipment other\n\n \n          than New Equipment (e.g. Used Equipment, Remanufactured Equipment and\n          Refurbished Equipment) and (3) with respect to equipment that has been\n          discontinued by the manufacturer will be subject to the prior approval\n          of PBOS, which shall be provided to PBC within 5 business days from\n          receipt of a PBC order.\n\n     All parts &amp; supply orders will be placed by the PD with a Purchase Order\n     (PO) reference. All Order Agreements and parts &amp; supply orders will be\n     processed by the PD, and no orders may be accepted from any other location.\n     All supply orders will note a PO number, which must be noted in the section\n     reserved for Purchase Order number on the PBOS invoice.\n\n     Once an order is accepted, PBOS will use reasonably commercial efforts to\n     ensure that the manufacturer delivers the product to PBC at the F.O.B.\n     point in a timely and marketable condition in accordance with applicable\n     deadlines, and will not be diverted for any reason.  In the event that the\n     ship date is delayed for any reason by the manufacturer, PBOS shall pass on\n     to PBC the benefit of any remedies from the manufacturer in connection with\n     any such delay.\n\n     A single point of contact will be provided by PBOS for PBC to place orders.\n\n     B.  Billing:  The sole \"Bill To\" address for PBC is:\n         --------                                        \n\n         Pitney Bowes of Canada Ltd.,\n         2200 Yonge Street,\n         Suite 100,\n         Toronto, ON,\n         M4S 3E1\n         Canada\n\n         Attention:  Accounts Payable\n\n     All invoices sent by PBOS to PBC shall be accompanied with a copy of the\n     manufacturer's invoice for such equipment.  Invoices may not be sent to any\n     other location for any reason.  All inquiries for billing and collection,\n     including aging statements and dunning letters, will be directed to the PD\n     at the address shown above.\n\n     C.  Payment:  Payment on all invoices will be due to PBOS upon invoice\n         -------\n     receipt; provided, however that in no event shall payment on an\n              --------  -------\n     invoice(s) exceed the amount of the related purchase order(s) except if\n     due to currency fluctuations (excluding yield sharing arrangements).\n     Payment method will be made by wire transfer of immediately available\n     funds to such account as PBOS shall advise from time to time.\n\n     D.  Invoice Adjustments. PBC shall have 30 days from the date it\n         -------------------\n     receives a shipment to (1) notify PBOS with respect to any discrepancies\n     between the invoices received in respect of such shipment and the\n     shipment actually received and (2) request adjustments with respect to\n     any such discrepancies. Any such adjustments will be billed or credited\n     to PBC in a separate invoice within 10 days after receipt of notification\n     by PBOS.\n\n\n \nE.  Product Delivery: PBOS and PBC will agree to standard delivery lead-times\n    -----------------                                                        \n    for different type of purchases including but not limited to those set forth\n    below:\n    -----        \n\n    i)   Used Equipment - Subject to order approval by PBOS based on the\n         availability of such equipment.\n\n         For purposes of this Agreement, \"Used Equipment\" shall mean\n         equipment that has been operated and sold to PBC by PBOS \"as is\"\n         in the configuration agreed upon by the parties.\n\n    ii)  Refurbished\/Remanufactured Equipment - Subject to order approval by\n         PBOS (based on availability of such equipment in light of quantity and\n         excess in stock and whether such excess is reserved), which approval\n         shall be notified to PBC within two (2) business days of receipt by\n         PBOS of a request for same by PBC via email or facsimile.\n\n         For purposes of this Agreement, \"Refurbished\/Remanufactured\n         Equipment\" shall mean used units of equipment that are\n         disassembled and their parts cleaned and reconditioned.  The\n         units are reassembled from new, used, and reprocessed parts\n         meeting component specifications.  The units are then retested to\n         ensure that they meet model specifications.\n\n    iii) Emergency Parts - PBC shall be entitled to submit a maximum of 1 order\n         per week with 3 line items per order and 3 pieces per line item. The\n         foregoing limitations shall not apply with respect to epidemic failures\n         where 5% or more of the population of product fails in a 12 month\n         period as a result of the same cause (excluding products under\n         warranty). To the extent that PBOS cannot provide Emergency Parts to\n         PBC, it shall notify PBC immediately of same.\n\n         PBC shall pay to PBOS a premium of $100 per order for each order\n         for Emergency Parts.\n\n         If PBC is not able to obtain Emergency Parts from PBOS due to the\n         fact that it has exceeded the above noted limitation or PBOS\n         cannot provide such Emergency Parts, PBC may obtain such parts\n         from any other supplier and such Emergency Parts shall not be\n         included for purposes of determining PBC's total sourcing\n         requirements when determining PBC's compliance with Section\n         VII.A.; provided, however, that if PBC requires Emergency Parts\n                 --------  -------            \n         in excess of the above noted limitation it shall first request\n         same from PBOS and PBOS shall immediately notify PBC whether it\n         will provide such additional Emergency Parts.\n\n         For purposes of this Agreement, \"Emergency Parts\" shall mean any\n         part PBC requires to meet an urgent customer request.\n\n    FOB point shall be (1) with respect to New Equipment, FOB point of\n    origin, and  with respect to equipment other than New Equipment as\n    negotiated by the parties.\n\n\n \n   IV.  Equipment and Pricing\n        ---------------------\n\n        A.  All New Equipment, Parts, Emergency Parts, and Supplies prices shall\n            be calculated as follows:\n\n            i)    For those provided to PBC from PBOS' inventory at the request\n                  of PBC, the price shall be PBOS' standard cost plus ten\n                  percent (10%).\n\n            ii)   For those provided to PBC directly from a third party vendor,\n                  the price shall be calculated at 10% over the price paid by\n                  PBOS for such equipment, net of all rebates, volume discounts\n                  or other reductions in the price of such equipment.\n\n            iii)  PBC shall pay all costs of shipping said items, including\n                  freight, duty and insurance, from either PBOS or the third\n                  party vendor to PBC, as applicable, provided that PBC has\n                  approved such costs in advance.\n\n            iv)   Emergency Parts shall additionally include the fee set forth\n                  in Section III. E. (iii).\n\n            v)    If PBOS at its own discretion chooses to fill a standard order\n                  (excluding Emergency Parts) from PBOS' inventory, PBC will pay\n                  the lower of (x) the price as calculated pursuant to clause\n                  (ii) above and (y) the price as calculated pursuant to (i)\n                  above.\n\n            vi)   Refurbished\/Remanufactured and Used Equipment shall be priced\n                  as quoted by PBOS at the time of such request for same.\n\n        B.  Prices will be quoted in the currency of the vendor agreement. PBOS\n            will bill in US$ but will not accept the currency risk for equipment\n            sourced in foreign currency. The conversion rate from Yen to US\n            dollars will be the rate published in the Wall Street Journal the\n            day before the invoice date. Purchaser will be party to any currency\n            sharing agreements. These must be fully disclosed in advance and the\n            details provided.\n\n        C.  In the case of large deals (defined as 1500 or more units to a\n            single account), PBOS will use its best efforts to obtain special\n            pricing from its suppliers and will pass these onto PBC using the\n            formula in IV A. above.\n\n        D.  PBC agrees that it shall not develop any direct relationship with\n            any current PBOS supplier, unless (1) PBOS chooses not to supply\n            equipment to PBC for any reason (unless such failure to supply is\n            due to a circumstance outside the reasonable control of PBOS) after\n            PBC has presented it with a request for same, (2) this Agreement has\n            been terminated or is no longer in effect, (3) either party has\n            provided the other party of its intention to not renew this\n            Agreement or (4) notice of termination of the covenant not to\n            compete has been given pursuant to Section 8.12(b) of the\n            Distribution Agreement. For the avoidance of doubt, any equipment,\n            parts or supplies purchased from a supplier other than PBOS for the\n            foregoing reasons shall not be included for purposes of determining\n            PBC's total sourcing requirements when determining PBC's compliance\n            with Section VII.A. \n\n \n            In addition, PBC shall be free to contact any vendor\/supplier in\n            Canada, or any other vendor outside of Canada who is not a then\n            current vendor of PBOS (1) for purposes of obtaining the 10% of its\n            sourcing requirements that are not subject to Section VII.A hereof\n            and (2) with respect to equipment purchases with respect to which\n            PBOS fails to satisfy the terms of Section VII.A., clauses (i), (ii)\n            or (iii).\n\nV.   Warranty\n     --------\n\n     For each PBOS product purchased by PBC, PBOS shall transfer to PBC all\n     warranties and indemnifications that it holds from the equipment\n     manufacturer. If any warranty and\/or indemnification is not transferable,\n     PBOS will covenant to provide PBC with the practical benefits of such\n     warranty and\/or indemnification. PBOS will provide a list of all warranties\n     and indemnifications provided to PBOS by the equipment manufacturer with\n     respect to existing equipment, supplies and parts.\n\n     PBOS shall obtain any normal product certifications (e.g. United Lab \"small\n     c\", international access standards, etc.) to meet local law requirements,\n     including, without limitation, those relating to safety and language;\n                                                                          \n     provided, however, that to the extent that there are incremental costs\n     --------  -------                                                     \n     associated with obtaining any certifications, PBC shall bear the costs and\n     expenses relating to same.  PBOS shall use its best efforts to get\n     additional features at the lowest possible price from its suppliers to\n     satisfy local requirements.\n\n\nVI.  Audit Rights\n     ------------\n\n     A.  PBC, at its sole cost and expense, shall have the right to an annual\n         audit of PBOS books and records (including agreements and modifications\n         to same) by an independent accountant from an internationally\n         recognized firm) to verify pricing and warranties.\n\n     B.  PBOS, at its sole cost and expense, shall have the right to an annual\n         audit of PBC's books and records by an independent accountant from an\n         internationally recognized firm) to verify PBC's compliance with\n         Section VII.A. hereof.\n\nVII.  Nonexclusivity\n      --------------\n\n      A.  Subject to clauses (i), (ii), (iii) of this paragraph VII.A. and\n          paragraphs VII.B., VII.C., VII.D. and VII.E. below, PBOS shall be the\n          exclusive provider of PBC with respect to at least 90% of PBC's total\n          sourcing requirements relating to copiers and facsimile machines,\n          supplies, peripherals and all associated parts; provided, however,\n          that the equipment to be provided by PBOS (i) meets the specifications\n          and requirements (including legal, language, and safety requirements\n          required under Canadian Federal and Provincial regulations) for its\n          intended use, (ii) is priced competitively with similar equipment that\n          may be purchased in Canada (e.g. to the extent that similar equipment\n          can be purchased in Canada at a lower price, PBC will not be obligated\n          to purchase same from PBOS) and (iii) is available to meet PBC's\n          delivery requirements.\n\n          Equipment that will be subject to the provisions of paragraph VII.A.\n          will be as agreed to by the parties from time to time.\n\n\n \n          In the event PBC requests equipment falling outside of such\n          list in terms of features or functionality, paragraph VII.B. shall\n          govern.\n\n      B.  During the term of the Agreement, as and when PBC wishes to source\n          product outside of PBOS' then current portfolio of products for\n          distribution in connection with individual tenders, requests for\n          proposals (RFP's) and individual customer requests, it may provide\n          PBOS as soon as it has knowledge of same with reasonable written\n          notice (which shall in no event be less than ten (10) days) of the\n          type and quantity of machine(s) it desires, together with the required\n          level of product functionality and requested delivery schedule. If\n          PBOS responds to PBC prior to the end of such ten (10) day period that\n          it is willing to provide products meeting PBC's requirements\n          (including delivery requirements), PBOS shall be granted the order on\n          the specified terms, provided that PBOS's price is competitive with\n          pricing of comparable equipment that may be purchased in Canada. If\n          PBOS fails to timely respond to or affirmatively rejects PBC's notice,\n          PBC shall be permitted to pursue other vendors with respect to the\n          particular order on an unencumbered basis. In no event, however, shall\n          PBOS' failure to respond favorably to a particular order prejudice its\n          ability to fulfill the future sourcing needs of PBC on a preferred\n          basis provided that PBOS meets the provisions outlined above with\n                -------- ----\n          respect to those future orders.\n\n          To the extent that PBC acquires a dealership that distributes\n          equipment in Canada that is competitive with the equipment to be\n          supplied by PBOS to PBC under this Agreement, PBC shall use its best\n          efforts to transition out such portion of competitive products as soon\n          as reasonably possible in order to honor the exclusivity provisions\n          set forth in paragraph VII.A. above.\n\n      C.  For purposes of obtaining the benefit of pricing set forth in \n          Section IV. of this Agreement, PBC shall have no minimum volume\n          purchase requirements with PBOS except as provided in paragraph VII.A.\n          above.\n\n      D.  The provisions of Section VII.A. above shall cease to apply upon (1)\n          notice by any party of termination of the covenant not to compete\n          pursuant to Section 8.12(b) of the Distribution Agreement and (2) the\n          termination of this Agreement..\n\n      E.  Upon notice by either party of its intention to not renew this\n          Agreement, the 90% requirement pursuant to Section VII.A. shall be\n          reduced by 50% of the declining percentage for each remaining quarter\n          until the termination date of the Agreement.\n\nVIII.  Indemnification\n\n      A.  PBOS shall indemnify, defend and hold harmless PBC, its affiliates,\n          directors, officers, and employees, from and against any losses,\n          claims of losses, damages and expenses (including without limitation\n          court costs and attorneys' fees) caused by:\n\n           i)   Defective Equipment to the extent provided by the equipment\n                manufacturers to PBOS;\n           ii)  Copyright or other intellectual property right infringements as\n                set forth in Section VIII.E. below; and\n\n \n          iii)  any other matters with respect to which PBOS has obtained\n                indemnities and\/or defense from its vendors\/suppliers or third\n                parties.\n\n      B.  PBC shall promptly notify PBOS of any indemnification claims. PBOS\n          shall have the right to control the defense of such claim including\n          the right, with the consent of PBC, to compromise or settle such\n          claim. PBC shall participate in such defense if request by PBOS and\n          shall be reimbursed for the expenses incurred as a result of such\n          participation.\n\n      C.  As previously agreed, PBOS will transfer warranties and\n          indeminifcations it receives from its suppliers for the equipment\n          purchased by PBC hereunder. If any such warranties and\/or\n          indemnifications are not transferable, PBOS hereby covenants to\n          provide to PBC the practical benefits of such warranties and\/or\n          indemnifications. PBOS hereby waives all warranties (express or\n          implied), other than the indemnities or warranties referred to in this\n          Agreement. Further, PBOS will not be providing maintenance service on\n          equipment sold to PBC.\n\n      D.  PBOS shall provide PBC with notice prior to changing any provisions in\n          any supplier\/vendor contract relating to indemnities, warranties or\n          any other provisions with respect to which PBOS has agreed to pass on\n          the benefits to PBC.\n\n \n        E.  PBOS will, at its sole expense, indemnify, defend, and hold harmless\n            PBC, its parent, directors, officers and employees from and against\n            all liability as a result of a claim or action asserted by any third\n            party based upon PBC's or its customer's use and\/or possession of\n            modifications to, or designs of equipment requested or completed by\n            PBOS, which equipment has then been supplied to PBC by PBOS pursuant\n            to this Agreement (\"Infringing Equipment\") infringing any patent,\n            copyright, trade secret, trademark or other intellectual property\n            right or interest of any third party (\"Infringement\") or any\n            customer claim against PBC relating to any Infringement, and PBOS\n            will pay damages, costs, expenses, settlement amounts and judgments\n            finally awarded against PBC or PBC's customers relating thereto\n            (including court costs and attorneys' fees). PBC agrees to promptly\n            notify PBOS in writing of any matters in respect to which the\n            foregoing indemnity may apply. PBOS shall have the exclusive right\n            to control and conduct the defense and settlement of all such claims\n            or actions. PBC agrees to provide such assistance at PBOS' expense\n            that may be reasonably required by PBOS in connection with such\n            settlement or defense. If final judgment shall be obtained against\n            PBC's or its customer's use or operation of the equipment supplied\n            by PBOS to PBC pursuant to this Agreement, or any part thereof, by\n            reason of such Infringement, or if in PBOS's opinion, such equipment\n            is likely to become subject to a claim of Infringement, PBOS shall,\n            at its sole expense and option, either (a) modify the Infringing\n            Equipment so that it becomes non-infringing without materially\n            altering its capacity or performance; (b) procure for PBC or PBC's\n            customer the right to continue to use the Infringing Equipment; or\n            (c) substitute for the Infringing Equipment other equipment having a\n            capability equivalent to that of the Infringing Equipment. If\n            neither (a) through (c) above is available to PBOS, then PBOS shall\n            refund to PBC the purchase price of such unit of Infringing\n            Equipment paid, pro ratable, based upon a thirty-six (36) month\n            useful life and shall remove the Infringing Equipment at its sole\n            cost and expense. PBOS shall have no liability with respect to any\n            such claim or action to the extent caused by the combination,\n            operation or use of the Infringing Equipment with any equipment,\n            device, or alteration to the Infringing Equipment not made or\n            authorized in writing by PBOS. The foregoing states the entire\n            liability of PBOS to PBC for Infringement.\n\nIX.     Service Level Agreements \n        -------------------------\n\n        PBOS will provide the following to PBC at no charge:\n\n        A.   Marketing &amp; Sales Support\n             -------------------------\n\n             i)    Monthly updates of new products.\n             ii)   PBOS Creative for all brochures (electronically)\n             iii)  A PBOS product launch binder for each product\n             iv)   One time \"train the trainer\" session training on new\n                   products, provided that PBC is responsible for the cost of\n                   travel and lodging of its personnel participating in such\n                   training\n             v)    A master copy on a per product basis of training materials to\n                   be used for training the sales force\n             vi)   Ability for PBC to participate in events (Seminars, Trade\n                   Shows, etc.)\n\n        B.   Technical &amp; Service Support\n             ---------------------------\n\n \n        i)   Quality assurance testing, engineering and R&amp;D\n        ii)  One technical training (train the Trainer program) class per new\n             product introduction including all new product\/feature\n             introductions, as well as iLearning. PBC may elect at their\n             discretion to arrange technical training at a Canadian facility of\n             their choice. PBC will pay the travel and living expenses of the\n             trainer provided that PBC has approved such costs in advance.\n        iii) Service bulletins and updates, trouble database, including access\n             to all web related information and problem resolution procedures\n             currently available.\n        iv)  Technical &amp; engineering bulletins\n        v)   Patches &amp; interface kits (including software updates for existing\n             products) provided that they are free to PBOS; PBC shall pay any\n             incremental costs specific to PBC with respect to the foregoing\n             provided that PBC has approved such costs in advance\n        vi)  Hotline support for technical issues (third level only; i.e., after\n             their customer engineer and technical support people have failed)\n        vii) Diagnostic tools (software based) provided that they are free to\n             PBOS; PBC shall pay any incremental costs specific to PBC with\n             respect to the foregoing provided that PBC has approved such costs\n             in advance\n\n        PBOS will provide the following at a mutually agreed upon reasonable\n        price:\n\n        .  Customization to products - Parties to include a co-development\n           policy to meet Canadian requirements, including agreement delivery\n           timetable, pre and post sales support, intellectual property rights\n           etc.\n        .  On-Site assistance\n        .  Coordination of third party engineering support for unique\n           engineering requirements\n\n        The Parties will work in good faith to mutually agree to the following\n        within 90 days of the execution of the Agreement:\n\n        .  On-site assistance procedure\n        .  High profile event procedure\n        .  Complaint procedure\n        .  Standardized fault resolution process\n        .  Contacts for technical product information\n        .  Problem resolution process (including emergency, out of hours\n           coverage etc.)\n        .  Monthly reporting and review of service level measures\n        .  Process for dealing with epidemic failure of components\n\nX.  Cross Border Transactions\n    -------------------------\n\n    A.  With respect to cross border transactions, regardless of whether PBOS or\n        any of its employees, associates, agents, distributors, affiliates or\n        subsidiaries or PBC or any of its employees, associates, agents,\n        distributors, affiliates or subsidiaries, other than PBMS, initiates the\n        transactions, all revenue from sales or service and the associated costs\n        shall belong to the company in the territory where installation of the\n        equipment occurs.\n\n \n        Each party may contract directly with the customer for the sale, rental\n        or service in its home country or, if the customer requires a single\n        point of contact, the parties shall enter into a subcontract arrangement\n        with the party in the country in which the customer's applicable\n        purchasing office is located serving as the prime contractor. Each party\n        shall decide the price and terms to be charged within its respective\n        country, provided, however, that with respect to large transactions,\n                 --------  -------\n        each party's Contact for Cross Border Transactions shall meet to decide\n        the pricing to be charged to the customer.\n\nB.      Each of PBOS and PBC shall appoint a single contact person to handle any\n        such cross border transactions (\"Contact for Cross Border\n                                         ------------------------\n        Transactions\"). As of the date of this Agreement, the primary Contact\n        ------------\n        for Cross Border Transactions for each of PBOS and PBC is set forth\n        below:\n\n        For PBC:    Rob Medved\n                    Telephone: 416-484-3803\n                    Facsimile: 416-484-3975\n                    Email: rob.medved@pitneybowes.ca\n\n        For PBOS:   Christopher Dewart\n                    Telephone: 203-365-7101\n                    Facsimile: 203-365-6135\n                    Email: Chris.Dewart@pb.com\n\n        Each of the above shall be responsible for appointing a deputy to act\n        on his behalf in his absence.\n\nC.      PBOS and PBC shall schedule periodic meetings for its sales people\n        involved in cross border transaction to ensure open communications\n        between PBC and PBOS with respect to same.\n\nXI.  Product Sourcing\n     ----------------\n\n     PBOS, through its product sourcing, will use its best efforts to ensure\n     that Canadian product requirements are being met.  The parties agree to\n     meet at least twice per year to obtain PBC input in the types and qualities\n     of products required to allow PBC to remain competitive in the Canadian\n     market place.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9613,9619],"class_list":["post-42745","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_companies-pitney-bowes-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42745","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42745"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42745"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42745"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42745"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}